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__________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal ~~years~~year ended June 30, ~~2019, 2018 and 2017 (As Restated)~~2022

o☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transaction period from ___________ to _________

Commission File No. ~~001~~000-~~12974~~20430

SANTA FE GOLD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

84-1094315

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

~~3544~~2325 ~~Rio~~San ~~Grande~~Pedro ~~Blvd.~~NE, ~~NW,~~Suite ~~Albuquerque, NM 87107~~225

Albuquerque, NM 87110

(Address of principal executive offices, Zip Code)

(505) 255-4852

(Registrant’s telephone number, including area code)

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

None

(Title of each class)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.002 par value	~~SFEG~~N/A	~~OTC PINK~~N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes x No

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. xYes o ~~Yes x~~ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). xYes ¨ ~~Yes x~~ 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 ¨x Smaller reporting company x☒ ~~(Do not check if a 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 ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Act~~effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. o7262(b)) ~~Yes x~~by Nothe registered public accounting firm that prepared or issued its audit report. o

~~The~~Indicate ~~aggregate market value of voting Common Stock held~~ by ~~non-affiliates~~check ofmark whether the registrant atis ~~the~~a ~~end~~shell ofcompany ~~the~~(as ~~second~~defined ~~fiscal~~in ~~quarter~~Rule ~~ended~~12b-2 ~~December 31, 2018, was approximately $20,978,990 based on the last reported sale price~~ of the ~~registrant’s common stock as reported on the OTC Marketplace operated by OTB Market Group, Inc~~Act). on☐ ~~December~~Yes x ~~31, 2018.~~ No

AsThe ~~July~~aggregate 8,market ~~2020,~~value ~~there~~of ~~were~~the ~~415,957,718~~voting ~~shares~~and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s ~~common~~most ~~stock~~recently ~~outstanding~~completed second fiscal quarter ($0.05 on December 31, 2021 was approximately $13,305,150.

~~DOCUMENTS~~The ~~INCORPORATED~~registrant BYhad 443,308,551 common ~~REFERENCE~~shares outstanding as of October 13, 2022.

None

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements

Explanatory Note

		Page
	PART I
ITEM 1:	BUSINESS	6
ITEM 1A:	RISK FACTORS	12
ITEM 1B:	UNRESOLVED STAFF COMMENTS	2124
ITEM 2:	PROPERTIES	2124
ITEM 3:	LEGAL PROCEEDINGS	3238
ITEM 4:	MINE SAFETY DISCLOSURES	3339
	PART II
ITEM 5:	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES	3439
ITEM 6:	SELECTED FINANCIAL DATA	3741
ITEM 7:	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	3741
ITEM 7A:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4145
ITEM 8:	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	4246
ITEM 9:	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	4671
ITEM 9A:	CONTROLS AND PROCEDURES	4671
ITEM 9B:	OTHER INFORMATION	4773
	PART III
ITEM 10:	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	4773
ITEM 11:	EXECUTIVE AND DIRECTOR COMPENSATION	5074
ITEM 12:	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	5275
ITEM 13:	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	5476
ITEM 14:	PRINCIPAL ACCOUNTING FEES AND SERVICES	5476
	PART IV
ITEM 15:	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	5577
SIGNATURES		56
ITEM 16:	FORM 10-K SUMMARY	77
SIGNATURES		78

EXPLANATORY NOTE

Unless the context requires otherwise, references to “Santa Fe Gold,” “Santa Fe,” “we,” “us,” “our” and the “Company” refer to Santa Fe Gold Corporation and its consolidated subsidiaries.

Financial Information Included in this 10-K

This is the first Annual Report filed by Santa Fe Gold after the original filed 10-K for fiscal year ended June 30, 2017, filed on July 5, 2018,with the Securities and Exchange Commission(“ the SEC or Commission”) Readers should be aware that several aspects of this report differ from previous Annual Reports on Form 10-K, as it covers three annual years of the Company. This Annual Report on Form 10-K for the year ended June 30, 2019, also contains our audited Consolidated Financial Statements for the years ended June 30, 2018 and 2017 (As Restated), which have not previously been filed (except for 2017 which are being restated hereby).

We have not filed and do not intend to file an amendment to any of our previously filed Annual Report on Form 10-K for the fiscal years ended prior to June 30, 2017. Prior to the filing of this Annual Report, the Company has filed amended Quarterly Reports on Form 10-Q for the quarters ended September 30, 2016 and December 30, 2016, and the quarter ended March 31, 2017. Concurrent with this filing, or as soon as practical, we are filing Quarterly Reports with the SEC on Form 10-Q for each of the quarters ended September 30,2017 and December 31, 2017; March 31, 2018, September 30, 2018 and December 31, 2018; March 31, 2019, September 30, 2019 and December 31, 2019 and March 31, 2020.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report

On October 1, 2018, we disclosed in a Form 8-K that the board of directors formed a special committee in September 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 Tom Laws (our former chief executive officer). The special committee investigation determined that Mr. Laws initially owes the Company $1,197,198 excluding penalty and accrued interest, of which $485,966 has been received by the Company to date and the Company has proceeded against Mr. Laws to collect the balance. The Company does not anticipate collection a material portion of the amount due us, See Item 3, “Legal Proceedings

The Company concluded that these financial transactions materially impacted the previously issued consolidated financial statements for, and financial information relating to, the fiscal year ended June 30, 2017. These financial statements for the fiscal year ended June 30, 2017 previously filed should not be relied upon. The Company’s financial statements for the fiscal year ended June 30, 2017, have been restated and are included herewith.

ADDITIONAL INFORMATION

Descriptions of agreements or other documents contained in this Annual Report filed on Form 10-K are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein and furnished herewith as exhibits for more complete descriptions of the terms and conditions set forth therein. Please see the exhibit index at the end of this report for a complete list of those exhibits.

WeEffective July 1, 2021, we are required to comply with the United States Securities and Exchange Commission Industry ~~Guide~~“(the 7SEC:) to Regulation S-K 1300 under the United States Securities Act of 1933, as amended (the “Securities Act”), with respect to disclosures related to our mineral properties. ~~The terms “mineralized material”, “mineralization” or similar terms as used in this Annual Report on Form 10-K does not indicate “reserves” by SEC Industry Guide 7 standards.~~ We cannot be certain that any part of ~~mineralized~~mineral ~~material~~properties ~~or mineralization~~ will ever be confirmed or converted into ~~SEC~~“reserves” ~~Industry~~as ~~Guide~~defined 7by ~~compliant~~Regulation ~~“reserves”~~S-K 1300. Investors are cautioned not to assume that all or any part of ~~the~~mineral ~~mineralized~~property ~~material~~holdings will ever be confirmed as or converted into reserves; or that mineralized material can be economically or legally extracted.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This Annual Report may contain certain “forward-looking” statements as such term is defined by the Commission in its rules, regulations and releases, which represent the Company’s expectations or beliefs, including but not limited to, statements concerning the registrant’s operations, economic performance, financial condition, growth and acquisition 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,” “strategy” 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. Forward-looking statements, many assuming that the Company secures adequate financing and is able to continue as a going concern, ~~including~~important ~~statements~~factors ~~regarding~~that ~~the~~could ~~following~~prevent ~~uncertainties,~~us ~~among~~from achieving objectives include but are not limited to those set forth in other ~~things~~“Risk Factors” section in this report and the following:

·our ability to continue as a going concern;

·our ability to acquire financing to allow us to remain in business, ~~engage in mining operations~~ and~~/or~~ ~~develop~~execute ~~any~~our ~~mines~~business strategy;

·our anticipated cash requirements and the availability for current projects and financing thereof;

·projections regarding capital costs, expenditures, potential revenues, operating costs, production and economic returns may differ significantly from those that we have anticipated;

·our ability to secure permits or other regulatory approvals to operate or explore our mineral properties;

·exposure to all of the risks associated with mining operations, if any development of one or more of our 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;

·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 future anticipated needs for working capital;

·claims , investigations, enforcement actions and other legal proceedings against us, and consequences therefrom;

~~·our lack of necessary financial resources to complete development of our projects and the uncertainty of our future best efforts financing plans,~~ 4

·our lack of necessary financial resources to complete development of our projects and the uncertainty of our future best-efforts financing plans,

·our exposure to material costs, liabilities and obligations as a result 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;

·developments in the Department of Justice (“DOJ”) and SEC investigations;

·any projected revenues;

·our growth strategies,

·anticipated trends in our industry;

·unfavorable weather conditions;

·the commercial and economic viability of any mines;

·availability of labor, materials and equipment;

·the volatility in the market price of our stock;

·our ability to acquire and retain key mining personnel to effectively operate and move forward the Company;

·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~~silver properties.

Actual events or results may differ materially from those discussed in forward-looking statements as as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described herein generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur. We caution you not to place undue reliance on these forward-looking statements. Do not invest in our common stock based on forward-looking statements. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

~~ITEM~~Item 1. BUSINESS

Overview ofHistory ~~Events~~

We are aan exploration stage mining company, ~~engaged~~ in the business of acquiring and developing metal and mineral properties that may contain recoverable gold and~~/or~~ silver deposits. ~~Although~~ ~~management~~Our isgeneral ~~optimistic~~business ~~about~~strategy ~~its~~is ~~plans~~to ~~for~~acquire ~~developing~~and ~~certain~~develop ~~such~~mining properties, topositioned ~~date,~~for ~~minimal~~low-cost ~~mining~~production. ~~activities~~We ~~have~~were ~~commenced~~originally ~~and~~incorporated ~~there~~in ~~can~~the beState noof ~~assurance~~Delaware ~~that~~on ~~they~~August ~~will~~8, or1991 ~~that~~under ifthe ~~they~~name doAzco ~~commence~~Mining, ~~that~~Inc. ~~the~~and ~~Company’s~~on ~~mining~~August ~~activities~~21, ~~will~~2007, bewe ~~profitable. After~~changed ~~the~~our ~~dismissal~~name ~~from~~to ~~bankruptcy~~Santa inFe ~~June~~Gold ~~2016,~~Corporation weby ~~had~~filing noa ~~assets~~Certificate ~~and~~of ~~approximately~~Amendment ~~$20~~with ~~million~~the ofDelaware ~~indebtedness~~Secretary ~~was~~of ~~reinstated~~State.

~~The~~As ~~properties~~an weexploration ~~currently~~mining ~~own~~company, ~~were~~we ~~acquired~~are ~~subsequent~~engaged toin ~~our~~the ~~dismissal~~business ~~from~~of ~~bankruptcy~~acquiring ~~proceedings. We~~and ~~are~~developing inmines ~~the~~and ~~process~~mining ofproperties ~~raising~~as ~~capital~~well ~~that~~as issecuring ~~required,~~production infrom ~~part,~~existing and todeveloped ~~begin~~mining ~~development~~and ofmineral ~~our~~properties. Currently ~~current~~we own certain mining ~~properties~~leases and toother ~~help~~mineral ~~meet~~rights, ~~our~~however ~~working~~none ~~capital~~of ~~requirements.~~them ~~There~~contain ~~can~~any beproven noor ~~assurances~~probable ~~that~~reserves, weas ~~will~~defined bein ~~successful~~Regulation inS-K ~~raising~~1300; ~~the~~and ~~capital~~they ~~necessary~~are toall ~~implement~~currently ~~our~~considered ~~business~~“exploratory” ~~plan~~in ornature. ifCurrently we ~~are~~have ~~successful~~three projects, ~~that~~each ~~there~~of ~~may~~which ~~not~~management behas ~~additional~~determined oris ~~superseding~~“material” ~~demands~~based on ~~our~~the ~~capital~~costs ~~resources.~~to ~~Although~~secure the ~~Company~~rights ~~has~~associated ~~been~~with ~~successful~~them, inas ~~meeting~~required ~~its~~by ~~capital~~Regulation ~~requirements~~S-K ~~in the past~~1304, ~~since~~these ~~emerging~~are: ~~from~~our ~~Bankruptcy~~Alhambra ~~and~~Property, ~~management~~the isJim ~~optimistic~~Crow ~~about~~Imperial ~~being~~Mine ~~able~~and tothe ~~secure~~Billali ~~needed funding~~Mine, ~~any~~each ~~failure~~of towhich doare soexploratory orin ~~any~~nature ~~unforeseen~~and ~~expenses~~is ordescribed ~~other~~more ~~demands~~fully ~~on the Company’s capital could result~~ in the ~~need~~properties tosection ~~curtail~~of orthis ~~cease operation, resulting in losses to investors~~report.

WeAlthough ~~are~~management anis ~~exploration~~optimistic ~~company~~about ~~that~~its ~~owns~~plans ~~certain~~for ~~mining~~developing ~~leases~~certain ~~and~~such ~~other~~properties, ~~mineral~~to ~~rights.~~date, ~~None~~minimal ofmining ~~our~~activities ~~properties~~have ~~contain~~commenced ~~any~~at ~~proven~~the ~~and~~Jim ~~probable~~Crow ~~reserves~~Imperial ~~under~~Mine ~~SEC~~and ~~Industry~~the ~~Guide~~Billali 7,Mine sites and ~~all~~there ofcan ~~our~~be ~~activities~~no onassurance ~~all~~that ofthe ~~our~~Company’s ~~properties~~mining ~~are~~activities ~~exploratory~~will inbe ~~nature~~profitable.

After the dismissal from bankruptcy in June 2016, we had no assets and approximately $20 million of indebtedness was reinstated. The properties we currently own were acquired subsequent to our dismissal from bankruptcy proceedings. We will be required to raise the capital that is required, in part, to continue to development of our current mining properties, construct a mill operation for processing our head ore and to help meet our continuing working capital requirements. There can be no assurances that we will be successful in raising the capital necessary to implement our business plan or if we are successful, that there may not be additional or superseding demands on our capital resources. Although the Company ~~Organizational~~has ~~Chart~~been successful in meeting its capital requirements in the past, since emerging from Bankruptcy and management continues to be optimistic about being able to secure needed funding, any failure to do so or any unforeseen expenses or other demands on the Company’s capital could result in the need to curtail or cease operation, resulting in losses to investors.

~~Overview~~Exploration ofStage ~~Recent Developments~~Company

~~Old~~We ~~New~~are ~~Mexico~~considered ~~Properties~~an ~~Acquisitions~~exploration stage company, as defined in S-K 1300. The Company has not demonstrated the existence of mineral reserves at any of our properties. Under Regulation S-K 1300, the SEC defines a “mineral reserve” as “an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.” To have mineral resources, there must be reasonable prospects for economic extraction. Per the SEC, “probable mineral reserves” are the economically mineable part of an indicated and, in some cases, a measured mineral resource and “proven mineral reserves” can only result from measured mineral resources. Mineral reserves cannot be considered proven or probable unless and until they are supported by a preliminary feasibility study or feasibility study, indicating that the mineral reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable. We have not completed a preliminary feasibility study or feasibility study with regard to any of our properties to date. We do not anticipate leaving exploration stage company for the foreseeable future. Under S-K we will not exit the exploration stage until such time, if ever, that we demonstrate the existence of proven or probable mineral reserves that meet the guidelines under S-K 1300. When we begin extracting material from our properties, we will remain an exploration company under S-K 1300 guidelines.

In August 2017, the Company acquired the Malone Mine claims, Playa Hidalgo Placer claims. On October 23, 2017, the Pinos Altos claims were purchased for an aggregate of $500. These mining claims are located in Grant County and Hidalgo County, New Mexico. 6

~~Alhambra~~Company ~~Acquisition~~Organizational Chart

~~Pursuant~~Overview ~~to a stock purchase agreement dated August 2017, the Company acquired all the capital stock~~ of ~~Bullard’s~~Current Peak Corporation and the related patented unpatented claims in the Black Hawk district of New Mexico from Black Hawk Consolidated Mines Company for a purchase price of $3,115,365. The Company granted the seller a 2% net smelter return in perpetuity on all patented and unpatented claims. 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. Events

6Our Business

~~Based~~As ~~upon~~a mining company in the ~~Company’s~~exploration ~~review~~stage, we are engaged in the business of ~~FASB’s~~acquiring ~~Business~~mineral ~~Combinations~~properties that may contain recoverable mineral deposits, (~~Topic~~we ~~805)~~are ~~Update~~currently ~~amendment~~targeting gold and/or ~~the~~silver ~~acquisition~~deposits) with a view to develop them and, ~~outside~~if ~~independent~~there ~~documentation~~are ~~for~~mineral ~~this~~resources ~~acquisition~~identified or mineral reserves, itto ~~does~~actively ~~not~~mine ~~meet~~them. Although ~~the~~management ~~requirements~~is ofoptimistic ~~acquiring~~about aits ~~business~~prospects orfor afavorable ~~business~~exploration ~~combination.~~results ~~All~~on ~~assets~~the properties in which it has acquired interests, to date no mineral reserves have been determined. There are ~~concentrated~~however inminimal amining ~~single~~activities ~~identifiable~~that ~~asset,~~have ~~Land~~commenced and we have conducted limited extraction activity. ~~The~~Nevertheless, ~~Company~~there ~~relies~~can onbe ~~Sections~~no ~~805-10-55-5~~assurance it will continue or, ~~805-10-55-5A~~that ~~and~~if ~~805-10-55-5B~~it does, that ~~identify~~any of the ~~acquisition~~mining isactivities ~~not~~will ~~considered~~be aprofitable, ~~business~~with or ~~business~~without ~~combination~~mineral reserves.

~~There~~Management’s continuing efforts were nosuccessfully ~~mining~~rewarded ~~operations~~as ~~being~~the ~~conducted~~Company onsecured, ~~the~~what ~~property~~management onbelieves ~~the~~will ~~date~~ultimately ofbe, ~~acquisition~~promising mining leases and other mineral rights. ~~Based~~ onThe ~~the~~properties ~~Company’s~~we ~~analysis~~now own are exploratory in nature and ~~understanding~~consist of ~~documents~~certain ~~obtained~~mining leases and other mineral rights. As stated, they were acquired subsequent to our dismissal from ~~outside~~bankruptcy ~~sources~~proceedings and, ~~the~~although ~~sellers’~~management ~~representations~~is optimistic, nonone ~~mining~~of ~~operations~~them ~~have~~contain ~~been~~any ~~conducted~~proven onand probable reserves. We are in the ~~property~~process ~~for~~of raising the ~~last~~capital ~~five~~required, ~~years~~in part (i) to begin further exploration activities of these current mining properties, and (ii) to help meet our working capital requirements. ~~This~~ isThere ~~based~~can onbe ~~records~~no ~~from~~assurances that we will be successful in raising the ~~New~~capital ~~Mexico~~necessary ~~Department~~to ofimplement ~~Mines~~our ~~reflecting~~business plan or that, ~~they~~if ~~have~~we noare ~~records~~successful ofin ~~mining~~raising such capital, that there may not be additional or ~~exploration~~superseding ~~permits~~demands ~~having~~on ~~ever~~our capital resources. Although the Company has been ~~issued~~successful toin ~~any~~meeting ~~entity~~its ~~called~~capital ~~Bullard’s~~requirements ~~Peak~~in ~~Corporation.~~the Apast, ~~review~~and ofsince ~~filed~~emerging ~~corporate~~from ~~tax~~Bankruptcy, ~~returns~~management ~~also~~continues ~~reflects~~to nobe ~~operational~~optimistic ~~activities.~~about Toits ~~further~~ability ~~assist~~to continue securing the ~~Company~~funding needed to ~~determine~~execute ifon itits ~~acquired~~business aplan, ~~business~~any failure to do so or aany ~~business~~unforeseen ~~combination,~~expenses itor ~~looked~~other demands on the Company’s capital could result in the need to ~~Accounting~~curtail ~~Standards~~or ~~Update~~cease ~~2017-01~~some ~~Business~~or ~~Combinations~~all ~~(Topic~~of ~~805)~~the Company’s operations, resulting in losses to investors.

~~Based~~In ~~upon~~October ~~the~~2021, ~~Company’s~~we ~~review~~exercised ~~of FASB’s Business Combinations (Topic 805) Update amendment and~~ the ~~acquisition~~purchase ~~and~~option ~~outside independent documentation~~ for ~~this acquisition~~$164,335 iton ~~does not meet~~ the ~~requirements~~mill ofproperty ~~acquiring a business or a business combination. All assets acquired are concentrated~~ in ~~a single identifiable asset~~Duncan, ~~Land. The Company relies on Sections 805-10-55-5~~Arizona, ~~805-10-55-5A~~ and ~~805-10-55-5B that identify~~ the ~~acquisition~~transaction isclosed ~~not~~on ~~considered~~November a9, ~~business or business combination~~2021.

ToThe ~~date~~Company is currently in the process of acquiring a mill operation for its head ore to be located on its property in Duncan, ~~there~~Arizona. ~~have~~The ~~been~~seller noof ~~mining~~the ormill ~~exploration~~has ~~activities~~disassembled atthe ~~this~~mill ~~mine~~in Kellogg, Idaho and relocated the mill to the Duncan, Arizona site. ~~With~~Currently ~~limited~~all ~~information,~~associated costs of the ~~Company~~mill ~~has~~and ~~done~~its anrelocation ~~initial~~are ~~economic~~being ~~feasibility~~accumulated ~~study~~and finalized by the seller. At this time there are no agreements between the seller and ~~will~~the ~~need~~Company as to ~~complete~~terms ~~future~~and ~~exploration~~sales ~~activity~~price onof the ~~property~~delivered ~~prior~~disassembled mill and such price is anticipated to ~~developing~~be anegotiated ~~proper~~and ~~mining~~determined ~~plan~~in late fall 2022, when the necessary funding will be raised by the Company for the ~~site~~acquisition of the mill equipment and its construction. ~~The~~At ~~Company~~the ~~currently~~time ~~considers~~of filing this Form 10-K, negotiations for the ~~location~~purchase asof anthe ~~exploration~~disassembled ~~property~~mill with ~~required~~the ~~geological~~seller ~~work~~have ~~yet~~not totaken place and will be ~~performed~~finalized upon the Company raising the adequate funding for the acquisition and determination if the seller or the Company will be responsible for its construction at the mill site.

~~British~~Our ~~Columbia~~Status ~~Properties~~as an Exchange Act Registrant and Trading in our Common Stock

OnThe ~~November 30, 2017, the~~ Company’s 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~~ tohas ~~these~~been ~~claims~~quoted ~~remains~~on inOTC ~~trust~~Markets ~~with~~(PINK) ~~the~~most ~~sellers~~recently ~~until~~under ~~payment in full. To date,~~ the ~~Company~~trading ~~has~~symbol ~~paid Can$260,000~~“SFEG. ~~The~~” ~~Company owes the sellers Can$140~~However,~~000~~ ~~and~~in ~~10,000,000~~July ~~shares~~2020 ofit ~~Company~~received ~~common~~notice ~~stock.~~that ~~Based~~on ~~upon~~June ~~our subsequent scrutiny and analysis of the transaction~~25, the Company in February 2019 initiated an arbitration proceeding against the seller to void and rescind the purchase of these British Columbia properties. In addition to voiding and rescinding the transaction2020, the ~~Company is seeking additional remedies~~U. ~~The~~S. ~~Company~~Securities ~~cannot predict the outcome of this arbitration,~~ and ~~there~~Exchange isCommission ~~no assurance that~~ (the ~~Company~~“SEC” ~~will not lose its interest in these claims,~~ or ~~owe~~“Commission”) seller the remaining outstanding amounts. In connection with this arbitration, the Company’s legal position is to void the transaction and, due to the uncertainty of the outcome, has provided an impairment of the amount at June 30, 2019, in the amount of $210,116.

~~Agreement for Two New Mexico Mining Properties~~7

~~The~~issued ~~Company~~an ~~formed~~order asuspending ~~wholly-owned~~trading ~~subsidiary,~~under ~~Minerals~~Section ~~Acquisitions~~12(k) of the Securities Exchange Act of 1934, ~~LLC~~as amended (the “Exchange Act.”). Thereafter, ~~that~~the ~~entered~~Commission ~~into~~commenced anadministrative ~~Agreement~~proceedings ~~with~~to ade-register ~~mining~~the ~~operator~~Company’s incommon ~~January~~stock ~~2019~~under Section 12(j) of the Exchange Act. Issuers of securities registered pursuant to ~~purchase~~Section ~~two~~12 ~~properties~~of inthe ~~western~~Exchange ~~New~~Act ~~Mexico,~~are ~~known~~required asunder Section 13(a) of the ~~Billali~~Exchange ~~Mine~~Act and the ~~Jim~~rules ~~Crow~~promulgated ~~Imperial~~thereunder ~~Mine~~to (file current and accurate information in periodic reports with the ~~“Billali~~Commission. ~~Agreement”~~Specifically, Exchange Act Rule 13a-1 requires issuers to file annual reports, and ~~the~~Exchange ~~“Jim~~Act ~~Crow~~Rule ~~Agreement~~13a-13 requires domestic issuers to file quarterly reports.”) The ~~purchase~~Company’s ~~price~~inability ~~for~~to ~~all~~prepare ~~rights~~and file the required quarterly and ~~interests~~annual reports began with the misappropriation of funds by its former CEO; this had a direct impact on its financial statements as originally filed. This not only resulted in the need to beamend ~~conveyed~~and isrestate ~~$2,500,000~~the ~~for~~2017 annual report and related quarterly reports that had been filed with the ~~Billali~~Commission ~~Mine~~on Form 10-K and $7on Forms 10-Q,~~500~~ but since a restatement necessarily has a material effect on all future reports,~~000~~ ~~for~~the Company was not in a position to confidently restate its financial statements until it was able to fully and accurately define the ~~Jim~~scope ~~Crow~~of: ~~Imperial~~(a) ~~Mine,~~the ~~each~~issue ~~documented~~created asby ~~separate~~Mr. ~~definitive~~Laws ~~agreements,~~and ~~with~~(b) ~~aggregate~~the ~~consideration~~subsequent ~~for~~actions ~~both~~taken ~~definitive~~against ~~agreements~~Mr. ~~payable~~Laws asby ~~follows~~the ~~pursuant~~Company and other unrelated parties. Compounding the issue, the Company’s auditor declined to continue auditing the ~~third~~Company’s ~~amendment~~financial statements, management believes, due to its potential liability and the ~~aforementioned~~conflicts ~~agreements~~that ~~dated~~could ~~effective~~result ~~May~~from 1any of the Law’s proceedings. Thereafter, ~~2020:~~the Company had difficulty engaging a qualified replacement audit firm, in part because of the perception of risk associated with the required restatements of its financial statements.

*$500Ultimately,~~000~~ ~~paid~~while the underlying circumstances that gave rise to ~~date~~the Company’s delinquent filings were, in part, caused by an individual who was dismissed upon discovery of his misappropriation of funds, the difficulty in finding a replacement audit firm was an additional factor that was beyond the control of management that contributed substantially to delays in our filings. Although we have since filed the Annual Reports that were delinquent, one of which required restating our financials and all but three of the Quarterly Reports that were delinquent have since been filed, the Commission’s standard position has been that, once de-registration proceedings are commenced for failure to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, it will not then grant a right to cure or comply. Thus, when the Commission then commenced administrative proceedings under Section 12(j), the Registrant’s only options were to defend the matter in litigation or to settle it and agree with the Commission’s order for de-registration of securities registered under Section 12(j) of the Exchange Act. Therefore, given: (a) the protracted nature of litigation in general, and (b) the high expense associated with defending an adversary proceeding with the Commission and (c) the low probability of a successful outcome, compared with the fact that: (x) a settlement with the SEC would allow the Company to re-file a registration statement as soon as it was drafted, (y) the Company had already completed one of the ~~filing~~required audits, was in a position to complete the other, and was in a position to file a Registration Statement on Form 10-12G, and (z) Form 10-12G Registration Statements are automatically effective 60 days from the date; of filing (unless the Commission objects, which is rarely done, although it is now common to receive comments by the Commission that then must be addressed). After considering the forgoing, the Company determined that it was in the best interest of its shareholders to settle and consent to the de-registration of its common stock and to file a Registration Statement on Form 10-12G. On December 17, 2020, the SEC order suspending trading went into effect.

*buyerOn toMay ~~pay~~14, ~~$50~~2022,~~000~~ ~~monthly~~the ~~commencing~~ Company filed a Form 10-12G Registration statement with the SEC and was withdrawn by the Company on July 112, ~~2020~~2021 due to comments not completely cleared by the SEC. On July 20, 2021, we refiled a new Form 10-12G and ~~continuing~~on ~~for~~September 17, 2021 we withdrew the ~~next~~filing ~~subsequent~~due 19to ~~months;~~ SEC comments requiring financial restatements. The Company made the required financial restatements and our auditors recertified the audited financial statements and we submitted a new Form 10-12G on June 14, 2022 and on August 4, 2022 the SEC declared our Form 10-12G Registration effective. Although the Company is not trading currently and we are a reporting Company under Section 12(g) of the Securities and Exchange Act of 1934, as amended and are required to timely file periodic and current reports with the SEC.

*commencingThe 30Company ~~days~~is ~~after~~working ~~the~~on ~~last~~securing ~~payment~~a ~~above,~~broker ~~and~~dealer ~~continuing~~to prepare Form 211 for ~~the~~submittal to Financial Industry Regulatory Authority (“FINRA”) for anreview ~~additional~~and 48approval. ~~subsequent~~Upon ~~payments,~~receiving ~~buyer~~FINRA’s toapproval ~~make~~and ~~each~~issuance 30our ~~days~~ trading symbol, the Company will request a ~~payment~~review infrom the ~~amount~~OTC ~~of $175,000;~~ for removal the Caveat Emptor designation associated with our prior trading symbol and submit our application to the OTC to trade on their QB tier.

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

*eachThe ~~payment~~mining ~~made~~industry ~~hereunder~~is highly competitive. We will be ~~allocated~~competing ~~twenty-five~~with ~~per~~numerous ~~cent~~companies, ~~(25%)~~substantially all of which have far greater resources available to them that we are likely to have when Swe commence operations. We therefore may be at a significant disadvantage in the ~~Billali~~course of obtaining materials, supplies, labor, and ~~seventy-five~~equipment ~~percent~~from ~~(75%)~~time to time. Additionally, we are and will continue to be an insignificant participant in the ~~Jim~~business ~~Crow~~of mining, ~~Imperial~~exploration and development. Because there is presently no known mineral reserve at this time on our existing properties, we have not determined the impact of any capital expenditures on our earnings or competitive position in the event a potentially commercially mineable ore deposit is discovered.

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

~~Title~~Continuing ~~and~~to ~~all~~acquire ~~rights~~ and ~~interest~~explore mineral properties in the ~~properties~~State ~~will~~of beNew ~~conveyed~~Mexico ~~under~~will require the ~~agreements~~Company ~~upon~~to ~~completion~~comply ofwith ~~the~~all ~~payments~~regulations, rules and directives of ~~the~~governmental ~~purchase~~authorities ~~prices~~and ofagencies applicable to the ~~properties.~~exploration ~~The~~of ~~Company~~minerals ~~has~~in the ~~right~~State toof ~~cancel~~New ~~the~~Mexico ~~Agreement~~and atthe ~~any~~United ~~time~~States.

~~Minerals~~The ~~Acquisitions~~mining industry, ~~LLC~~(specifically ~~was transferred~~ the ~~Jim~~activities ~~Crow~~of ~~mine permit on August 20~~exploration, ~~2019,~~drilling) ~~from~~operate ~~the~~in ~~selling~~a ~~party.~~legal ~~The~~environment ~~Company~~that ~~leases~~requires ~~water~~permits ~~rights~~to ~~for~~conduct ~~the~~virtually ~~mine~~all ~~site.~~operations; ~~The~~and ~~Company~~permits ~~began~~are ~~initial~~required ~~site~~by ~~mining~~local, ~~preparations~~state atand ~~the~~federal ~~Jim~~government ~~Crow~~agencies. ~~mine~~Local ~~during~~authorities, ~~the~~usually ~~last~~counties, ~~calendar~~also ~~quarter~~have ofcontrol ~~2019~~over ~~and~~mining ~~anticipates~~activity. The ~~the~~various ~~first~~permits ~~shipment~~address ofsuch ~~processed~~issues ~~mineralized~~as ~~ore~~prospecting, indevelopment, ~~the~~production, ~~third~~labor ~~calendar~~standards, ~~quarter~~taxes, ofoccupational ~~2020~~health toand ~~our~~safety, ~~smelter.~~toxic ~~There~~substances, ~~can~~air bequality, nowater ~~assurance~~use, ofwater ~~continued~~discharge, ~~shipments~~water ofquality, ~~our~~noise, ~~processed~~dust, ~~mineralized~~wildlife ~~ore~~impacts, ~~until~~as ~~the~~well ~~Company~~as ~~enters~~other ~~into~~environmental aand ~~long-term~~socioeconomic ~~contract with the smelter, upon acceptance of our mineralized ore~~issues.

~~Due~~Like toall ~~Covid-19~~other ~~the~~mining ~~smelter~~companies ~~and~~doing ~~all~~business ~~laboratories~~in the United States, we are onsubject to a ~~very~~variety ~~slow~~of ~~pace.~~federal, Westate ~~sent~~and alocal ~~sample~~statutes, rules and regulations designed to aprotect ~~laboratory~~the quality of the air and water, ~~designated~~and byto ~~our~~protect ~~potential~~threatened ~~smelter~~or endangered species, ~~was~~in ~~taking~~the ~~four~~vicinity toof ~~six~~our ~~weeks~~mining operations. These include “permitting” or “pre-operating approval” requirements that are designed: (i) to ~~provide~~ensure anthe ~~analysis~~environmental integrity of ~~the~~a ~~ore~~proposed ~~sample~~mining ~~submitted. Upon~~facility, ~~receipt~~(ii) to ensure operating plans are designed to mitigate the effects of ~~successful~~discharges ~~laboratory~~into ~~results~~the environment during exploration, mining operations, and reclamation and (iii) that post-operation plans are designed to remediate the ~~smelter~~lands ~~will~~affected ~~discuss~~by ana ~~initial~~mining ~~contract~~facility ~~for~~once ~~our~~commercial ~~material~~mining operations have ceased.

~~There~~United ~~were no mining operations being conducted on the property on the date of purchase.~~States Based on the Company’s analysis and understanding of annual filed reports filed by the sellers, no mining operations have been conducted on the properties in the last four or five years. A review of the tax returns for the calendar years ended 2016-2018 support this position. The Company has inquired with the New Mexico Mining and Minerals Division to obtain the last few years of filings on Form 7, Annual Report Metal and Mill Concentrate Operations. The current reports obtained from the Division, reflect no mining operations have occurred in the years 2014 to 2018. Accordingly, (i) there were no revenue-producing activities and (ii) in connection with the acquisition, no employee base was associated with the acquisition, no market distribution system was associated with the acquisition, no sales force or customer base was associated with the acquisition, and no production techniques or actual production was associated with the acquisition of the properties. The Company believes that the physical facilities need various improvements prior to beginning mining operations.

ToMining ~~further~~in ~~assist~~ the ~~Company~~State toof ~~determine~~New ifMexico itis ~~acquired~~subject ato ~~business or a business combination~~federal, itstate ~~looked to Accounting Standards Update 2017-01 Business Combinations (Topic 805). Based upon the Company’s review of the purchase agreement that provides for only the purchase of patented~~ and ~~unpatented~~local ~~mining claims as detailed in the agreement~~law. ~~Ownership~~Three ~~transfers~~types of ~~these~~laws ~~claims~~ are ~~not to transferred until the full amount specified in the agreement is paid in full. The Company has reviewed the tax returns~~ of ~~the~~particular ~~sellers~~importance ~~for~~to ~~their calendar tax years 2016-2018, which indicate no operations have occurred in those years. Based upon~~ the Company’s ~~review~~U.S. ofmineral ~~FASB’s~~properties: ~~Business~~those ~~Combinations~~affecting ~~(Topic~~land ~~805)~~ownership ~~Update amendment~~ and ~~the~~mining ~~review~~rights; ofthose ~~the~~regulating acquisition documentation, this acquisition does not meet the requirements of acquiring a business. All assets to be acquired are concentrated in a single identifiable asset or group of similar identifiable assets, patented mining ~~leases,~~operations; ~~as descripted in the Agreement. The Company relies on Sections 805-10-55-5, 805-10-55A~~ and ~~805-10-55-5B~~those ~~that~~dealing ~~identify~~with the ~~acquisition is not considered a business or a business combination~~environment.

~~The~~Land Company considers this property to be an exploration property. The Company will capitalize the payments under the Agreement as made to the sellers for the mineral interest. Initial activities on the sites will be to complete limited exploration activities and required mine development projects with the intent to start limited mining activities in the first half of calendar 2020. These activities may be delayed based on the current outbreak of Covid-19 situation and current unknown factors at this time.Ownership

~~When~~ ~~the~~On ~~Company~~Federal ~~begins~~Lands, ~~receiving~~mining ~~revenue~~rights ~~stream~~are ~~from~~governed ~~these~~by ~~projects,~~ the ~~Company~~General ~~will~~Mining ~~amortize~~Law ~~the~~of ~~capitalized~~1872 ~~payment~~(“General ~~balance~~Mining ~~each~~Law”) ~~quarter~~as ~~thereafter.~~amended, ~~Companies~~30 ~~that~~U.S.C. ~~have~~§§ 21-161 ~~reserves~~(various ~~under~~sections), ~~Guide~~which 7allows ~~typically~~the ~~capitalize~~location ~~these~~of ~~costs,~~mining ~~and~~claims ~~subsequently~~on ~~depreciate~~certain orFederal ~~amortize~~Lands ~~them~~upon onthe adiscovery ~~units-~~of~~-production~~ ~~basis~~a asvaluable ~~reserves~~mineral ~~are~~deposit ~~mined.~~and ~~Unlike~~proper ~~these~~compliance ~~other~~with ~~companies,~~claim onlocation ~~properties~~requirements. ~~that~~A ~~have~~valid nomining ~~reserves~~claim weprovides ~~will~~the ~~depreciate~~holder orwith ~~amortize~~the ~~any~~right ~~capitalized~~to ~~costs~~conduct ~~based~~mining onoperations for the ~~most~~removal ~~appropriate~~of ~~amortization~~locatable ~~method~~minerals, ~~which~~subject ~~includes~~to ~~straight-line~~compliance orwith ~~units-of-production~~the ~~method~~General ~~over~~Mining Law and New Mexico state law governing the ~~estimated~~staking ~~life~~and registration of ~~the~~mining ~~mine~~claims, as ~~determined~~well byas ~~our~~compliance ~~geologist.~~with Asvarious wefederal, ~~have~~state noand ~~reliable~~local ~~information~~operating toand ~~compute~~environmental alaws, ~~units~~regulations and ordinances. As the owner or lessee of ~~production~~the ~~methodology~~unpatented mining claims, wethe ~~will~~Company ~~amortize~~has ~~our~~the ~~capitalized~~right ~~costs~~to onconduct amining ~~straight-line~~operations ~~basis.~~on ~~Because~~the oflands ~~these~~subject ~~and~~to ~~other~~the ~~differences,~~prior ~~our~~procurement ~~financial~~of ~~statements~~required ~~may~~operating ~~not~~permits beand ~~comparable~~approvals, tocompliance with the ~~financial~~terms ~~statements~~and conditions of any applicable mining ~~companies~~lease, ~~that~~and ~~have~~compliance ~~established~~with ~~reserves~~applicable onfederal, ~~their~~state, ~~properties~~and local laws, regulations and ordinances.

~~Competition~~Mining Operations

The exploration of mining ~~industry~~properties and development and operation of mines is ~~highly~~governed ~~competitive~~by both federal and state laws. WeThe ~~will~~State beof ~~competing~~New ~~with~~Mexico ~~numerous~~likewise ~~companies,~~requires ~~substantially~~various ~~all~~permits ofand ~~which~~approvals ~~have~~before ~~far~~mining ~~greater~~operations ~~resources~~can ~~available~~begin, toalthough ~~them~~the ~~that~~state weand ~~are~~federal ~~likely~~regulatory agencies usually cooperate to ~~when~~minimize weduplication ~~commence~~of ~~operations~~permitting efforts. We ~~therefore~~The ~~may~~State beof atNew aMexico ~~significant~~Mining ~~disadvantage~~and inMinerals ~~the~~Division ~~course~~requires ofmine ~~obtaining~~permits ~~materials,~~for ~~supplies,~~each ~~labor,~~mining ~~and~~location. ~~equipment~~The ~~from~~permit ~~time~~has toan ~~time. Additionally,~~Annual wePermit ~~are~~Fee ~~and~~that ~~will~~is ~~continue~~due toby beApril an30 ~~insignificant~~of ~~participant~~each inyear. ~~the~~The ~~business~~Annual ofPermit ~~mining~~Fee ~~exploration~~for ~~and~~minimal ~~development~~impact mines is currently $250.

~~Compliance~~Prior to receiving the necessary permits to explore or mine, the operator must comply with ~~Government~~all ~~Regulations~~regulatory requirements imposed by all governmental authorities having jurisdiction over the project. Generally, in order to obtain the requisite permits, the operator must have its land reclamation, restoration or replacement plans pre-approved. Specifically, the operator must present its plan to restore or replace the affected area. Often these requirements result in delays and/or costly studies or changes in the proposed activities; which may extend the time to completion. Although this may be necessary in order to mitigate the negative impact of certain aspects of an initial plan, all of these factors make it more difficult and costly to operate; and have a negative, and sometimes fatal, impact on the economic viability of the exploration or planned mining operation. Finally, it is possible that future changes in laws or regulations could have a significant impact on our business, requiring the planned activities to be economically reevaluated at that time.

~~Overview~~Effect of Existing or Potential Government Regulations

~~Continuing~~Mineral exploration, including mining operations is subject to ~~acquire~~governmental regulation. Our operations may be affected in varying degrees by government regulation such as restrictions on production, price controls, tax increases, expropriation of property, environmental and ~~explore~~pollution ~~mineral~~controls ~~properties~~or changes in ~~the~~conditions ~~State~~under which minerals may be marketed. An excess supply of ~~New~~certain ~~Mexico~~minerals ~~will~~may ~~require~~exist ~~the~~from ~~Company~~time to ~~comply~~time ~~with~~due ~~all~~to lack of markets, restrictions on exports, and numerous factors beyond our control. These factors include market fluctuations and government regulations relating to prices, ~~rules~~taxes, royalties, allowable production and ~~directives~~importing and exporting minerals. The effect of ~~governmental~~these ~~authorities~~factors cannot be accurately determined, and ~~agencies~~we ~~applicable~~are tonot aware of any probable government regulations that would impact the ~~exploration~~Company ofat ~~minerals~~this time, although there can be no assurances that regulations may not arise in the ~~State~~future. To the extent that government regulations do arise in the future, they may have a negative effect on our operations, which may in turn, result in losses to investors. This section is intended as a brief overview of ~~New~~the ~~Mexico~~laws and regulations described herein and is not intended to be a comprehensive treatment of the ~~United~~subject ~~States~~matter.

The mining industry, (specifically the activities of exploration, drilling) operate in a legal environment that requires permits to conduct virtually all operations. Thus, permits are required by local, state and federal government agencies. Local authorities, usually counties, 9

8Environmental Laws

~~also~~Federal ~~have~~legislation ~~control~~in ~~over~~the ~~mining~~United ~~activity. The~~States ~~various~~and ~~permits~~implementing ~~address~~regulations ~~such~~adopted ~~issues~~and asadministered ~~prospecting,~~by ~~development,~~the ~~production~~Environmental Protection Agency, ~~labor~~the ~~standards~~Forest Service, ~~taxes~~the Bureau of Land Management, ~~occupational~~the ~~health~~Fish and ~~safety~~Wildlife Service, ~~toxic~~the ~~substances~~Army Corps of Engineers and other agencies—in particular, ~~air~~legislation ~~quality~~such as the federal Clean Water Act, ~~water~~the ~~use~~Clean Air Act, ~~water~~the ~~discharge~~National Environmental Policy Act, ~~water~~the ~~quality~~Endangered Species Act, ~~noise~~the National Forest Management Act, ~~dust~~the Wilderness Act, ~~wildlife~~and ~~impacts~~the Comprehensive Environmental Response, asCompensation ~~well~~and asLiability ~~other~~Act ~~environmental~~‘have a direct bearing on domestic mining operations. These federal initiatives are often administered and ~~socioeconomic~~enforced ~~issues~~through state agencies operating under parallel state statutes and regulations.

~~Like~~The ~~all~~Clean ~~other~~Water ~~mining~~Act companies doing business in the United States, we are subject to a variety of federal, state and local statutes, rules and regulations designed to protect the quality of the air and water, and to protect threatened or endangered species, in the vicinity of our mining operations. These include “permitting” or “pre-operating approval” requirements that are designed: (i) to ensure the environmental integrity of a proposed mining facility, (ii) to ensure operating plans are designed to mitigate the effects of discharges into the environment during exploration, mining operations, and reclamation and (iii) that post-operation plans are designed to remediate the lands affected by a mining facility once commercial mining operations have ceased.

The Federal Clean Water Act is the principal Federal environmental protection law regulating mining operations in the United States as it pertains to water quality. ~~Mining~~ inAt the ~~State~~state oflevel, ~~New~~water ~~Mexico~~quality is ~~subject~~regulated toby ~~federal,~~the ~~state~~New ~~and~~Mexico ~~local~~Environment ~~law~~Department. ~~Three~~If ~~types~~our ofexploration ~~laws~~or ~~are~~any offuture ~~particular~~development ~~importance~~activities could affect a ground water aquifer, we are required to ~~the~~apply ~~Company’s~~for ~~U.S.~~a ~~mineral~~ground ~~properties:~~water ~~those~~discharge ~~affecting~~permit ~~land~~in ~~ownership~~compliance ~~and~~with ~~mining~~the ~~rights;~~groundwater ~~those~~regulations. ~~regulating~~If ~~mining~~exploration ~~operations;~~affects ~~and~~surface ~~those~~water, ~~dealing~~then compliance with ~~the~~surface ~~environment~~water regulations is required.

~~Land~~The ~~Ownership. On~~Clean ~~Federal~~Air ~~Lands,~~Act mining rights are governed by the General Mining Law of 1872 (General Mining Law) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, the Company has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances.

~~Mining~~The ~~Operations~~Federal Clean Air Act establishes ambient air quality standards, limits the discharges of new sources and hazardous air pollutants and establishes a federal air quality permitting program for such discharges. Hazardous materials are defined in the Federal Clean Air Act and enabling regulations adopted under the Federal Clean Air Act to include various metals. The Federal Clean Air Act also imposes limitations on the level of particulate matter generated from mining operations.

~~The~~National ~~exploration~~Environmental ofPolicy ~~mining~~Act properties and development and operation of mines is governed by both federal and state laws. The State of New Mexico likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. The State of New Mexico Mining and Minerals Division requires mine permits for each mining location. The permit has an Annual Permit Fee that is due by April 30 of each year. The Annual Permit Fee for minimal impact mines is currently $250. (“NEPA”)

~~Prior~~NEPA torequires ~~receiving the necessary permits to explore or mine, the operator must comply with~~ all ~~regulatory requirements imposed by all~~ governmental ~~authorities~~agencies ~~having jurisdiction over the project. Generally, in order~~ to ~~obtain~~consider the requisite permits, the operator must have its land reclamation, restoration or replacement plans pre-approved. Specifically, the operator must present its plan to restore or replace the affected area. Often these requirements result in delays and/or costly studies or changes in the proposed activities; which may extend the time to completion. Although this may be necessary in order to mitigate the negative impact ~~of certain aspects of an initial plan. All of these factors make it more difficult and costly to operate; and have a negative, and sometimes fatal, impact~~ on the ~~economic~~human ~~viability~~environment of ~~the~~major ~~exploration~~federal oractions ~~mining~~as ~~operation~~therein ~~at issue~~defined. ~~Finally, it is possible that future changes in laws or regulations could have a significant impact on our business, requiring the planned activities to be economically reevaluated at that time.~~

~~Environmental~~Endangered ~~Law~~Species Act (“ESA”)

~~Federal~~The ~~legislation~~ESA inrequires ~~the~~federal ~~United~~agencies ~~States~~to ~~and~~ensure ~~implementing~~that ~~regulations~~any ~~adopted~~action ~~and~~authorized, ~~administered~~funded or carried out by ~~the~~such ~~Environmental~~agency ~~Protection~~is ~~Agency,~~not ~~the~~likely ~~Forest~~to ~~Service,~~jeopardize the ~~Bureau~~continued existence of ~~Land~~any ~~Management,~~endangered ~~the~~or ~~Fish~~threatened ~~and~~species ~~Wildlife~~or ~~Service,~~result in the ~~Army~~destruction ~~Corps~~or ofadverse ~~Engineers~~modification ~~and~~of ~~other~~their ~~agencies—in~~critical ~~particular,~~habitat. ~~legislation~~In ~~such~~order asto facilitate the ~~federal~~conservation ~~Clean~~of ~~Water~~imperiled ~~Act~~species, the ~~Clean~~ESA ~~Air~~establishes ~~Act,~~an ~~the~~interagency ~~National~~consultation ~~Environmental~~process. ~~Policy~~When ~~Act,~~a ~~the~~federal ~~Endangered~~agency ~~Species~~proposes ~~Act,~~an ~~the~~action ~~National~~that ~~Forest~~“may ~~Management~~affect” ~~Act,~~a ~~the~~listed ~~Wilderness Act~~species, ~~and~~it ~~the~~must ~~Comprehensive~~consult ~~Environmental~~with ~~Response,~~the ~~Compensation~~USFWS and ~~Liability~~must ~~Act—have~~prepare a ~~direct~~“biological ~~bearing~~assessment” onof ~~domestic~~the ~~mining~~effects ~~operations.~~of ~~These~~a ~~federal~~major ~~initiatives~~construction ~~are~~activity ~~often~~if ~~administered~~the ~~and~~USFWS ~~enforced~~advises ~~through~~that ~~state~~a ~~agencies~~threatened ~~operating~~species ~~under~~may ~~parallel~~be ~~state~~present ~~statutes~~in ~~and~~the ~~regulations~~area of the activity.

~~The~~National ~~Clean~~Forest ~~Water~~Management Act~~. The Federal Clean Water Act is the principal Federal environmental protection law regulating mining operations in the United States as it pertains to water quality.~~

AtThe ~~the~~National ~~state~~Forest ~~level~~Management Act, ~~water~~as ~~quality~~implemented isthrough ~~regulated~~Title by36 of the ~~New~~Code ~~Mexico~~of ~~Environment~~Federal ~~Department. If~~Regulations, ~~our~~provides ~~exploration~~a orplanning ~~any~~framework ~~future~~for ~~development~~lands ~~activities~~and ~~could~~resource ~~affect~~management aof ~~ground~~the ~~water~~National ~~aquifer,~~Forests. weThe ~~are~~planning ~~required~~framework seeks to ~~apply~~manage ~~for~~the aNational ~~ground~~Forest ~~water~~System ~~discharge~~resources ~~permit~~ in ~~compliance~~a ~~with~~combination that best serves the ~~groundwater~~public ~~regulations.~~interest Ifwithout ~~exploration~~impairment ~~affects~~of ~~surface~~the ~~water,~~productivity ~~then~~of ~~compliance~~the land, consistent with ~~surface~~the ~~water~~Multiple ~~regulations~~Use isSustained ~~required~~Yield Act of 1960.

~~The~~Wilderness ~~Clean Air~~ Act. The Federal Clean Air Act establishes ambient air quality standards, limits the discharges of new sources and hazardous air pollutants and establishes a Federal air quality permitting program for such discharges. Hazardous materials are defined

9The Wilderness Act of 1964 created a National Wilderness Preservation System composed of Federally owned areas designated by Congress as “wilderness areas” to be preserved for future use and enjoyment.

inThe ~~the~~Comprehensive ~~Federal~~Environmental ~~Clean~~Response, ~~Air~~Compensation ~~Act~~ and ~~enabling~~Liability ~~regulations adopted under the Federal Clean Air~~ Act ~~to include various metals. The Federal Clean Air Act also imposes limitations on the level of particulate matter generated from mining operations.~~(“CERCLA”)

~~National~~CERCLA ~~Environmental~~generally ~~Policy~~imposes ~~Act~~joint (and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a “~~NEPA~~hazardous substance”) into the environment. ~~NEPA~~ ~~requires~~These ~~all~~persons ~~governmental~~include ~~agencies~~the current owner or operator of a contaminated facility, a former owner or operator of the facility at the time of contamination and those persons that disposed or arranged for the disposal of the hazardous substance. Under CERCLA and comparable state statutes, such persons may be subject to ~~consider~~strict joint and several liability for the ~~impact~~costs onof cleaning up the ~~human~~hazardous substances that have been released into the environment, for damages to natural resources and for the costs of ~~major~~certain ~~federal~~health ~~actions~~studies. asIn ~~therein~~addition, ~~defined~~it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. Governmental agencies or third parties may seek to hold the Company responsible under CERCLA and comparable state statutes for all or part of the costs to clean up sites at which such “hazardous substances” have been released.

Endangered Species Act (“ESA”). The ESA requires federal agencies to ensure that any action authorized, funded or carried out by such agency is not likely to jeopardize the continued existence of any endangered or threatened species or result in the destruction or adverse modification of their critical habitat. In order to facilitate the conservation of imperiled species, the ESA establishes an interagency consultation process. When a federal agency proposes an action that “may affect” a listed species, it must consult with the USFWS and must prepare a “biological assessment” of the effects of a major construction activity if the USFWS advises that a threatened species may be present in the area of the activity.10

~~National Forest Management Act.~~ The ~~National~~Resource ~~Forest~~Conservation ~~Management Act, as implemented through Title 36 of the Code of Federal Regulations, provides a planning framework for lands~~ and ~~resource~~Recovery management of the National Forests. The planning framework seeks to manage the National Forest System resources in a combination that best serves the public interest without impairment of the productivity of the land, consistent with the Multiple Use Sustained Yield Act ~~of 1960.~~(“RCRA”)

~~Wilderness~~RCRA ~~Act. The~~was ~~Wilderness~~designed ~~Act~~and implemented to regulate the disposal of ~~1964~~solid ~~created~~and ahazardous ~~National~~wastes. ~~Wilderness~~It ~~Preservation~~restricts ~~System~~solid ~~composed~~waste disposal practices and the management, reuse or recovery of ~~Federally~~solid ~~owned~~wastes ~~areas~~and ~~designated~~imposes bysubstantial ~~Congress~~additional asrequirements ~~“wilderness~~on ~~areas”~~the subcategory of solid wastes that are determined to be ~~preserved~~hazardous. Like the Clean Water Act, RCRA provides for ~~future~~citizens’ ~~use~~suits ~~and~~to ~~enjoyment~~enforce the provisions of the law.

~~The~~National ~~Comprehensive~~Historic ~~Environmental~~Preservation ~~Response, Compensation and Liability~~ Act (“CERCLA”). CERCLA generally imposes joint and several liabilities, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current owner or operator of a contaminated facility, a former owner or operator of the facility at the time of contamination and those persons that disposed or arranged for the disposal of the hazardous substance. Under CERCLA and comparable state statutes, such persons may be subject to strict joint and several liabilities for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. Governmental agencies or third parties may seek to hold the Company responsible under CERCLA and comparable state statutes for all or part of the costs to clean up sites at which such “hazardous substances” have been released.

The ~~Resource~~National ~~Conservation~~Historic ~~and~~Preservation ~~Recovery~~ Act ~~(“RCRA”). RCRA~~ was designed and implemented to ~~regulate~~protect ~~the~~historic ~~disposal of solid~~ and ~~hazardous~~cultural ~~wastes~~properties. ItCompliance ~~restricts~~with ~~solid~~the ~~waste~~Act ~~disposal~~is ~~practices~~necessary ~~and~~where ~~the~~federal ~~management,~~properties ~~reuse~~ or ~~recovery~~federal ofactions ~~solid~~are ~~wastes~~undertaken, ~~and~~such ~~imposes~~as ~~substantial~~mineral ~~additional~~exploration ~~requirements~~ on ~~the~~federal ~~subcategory~~land, ofwhich ~~solid~~may ~~wastes~~impact ~~that~~historic ~~are~~or ~~determined~~traditional tocultural ~~be hazardous. Like the Clean Water Act~~properties, ~~RCRA~~including ~~provides~~native ~~for~~or ~~citizens’~~Indian ~~suits~~cultural ~~to enforce the provisions of the law~~sites.

~~National~~Reclamation Historic Preservation Act. The National Historic Preservation Act was designed and implemented to protect historic and cultural properties. Compliance with the Act is necessary where federal properties or federal actions are undertaken, such as mineral exploration on federal land, which may impact historic or traditional cultural properties, including native or Indian cultural sites.

~~Effect~~We generally will be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and revegetating various portions of ~~Existing~~a orsite ~~Potential~~after ~~Government~~mining ~~Regulations~~and mineral processing operations are completed. These reclamation efforts would be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies. As soon as we have a mining operation, we will be required to arrange and pledge certificates of deposits for reclamation with the state regulatory agencies. At this time no reclamation cost is required to be calculated or carried forward.

Mineral exploration, including mining operations are subject to governmental regulation. Our operations may be affected in varying degrees by government regulation such as restrictions on production, price controls, tax increases, expropriation of property, environmental and pollution controls or changes in conditions under which minerals may be marketed. An excess supply of certain minerals may exist from time to time due to lack of markets, restrictions on exports, and numerous factors beyond our control. These factors include market fluctuations and government regulations relating to prices, taxes, royalties, allowable production and importing and exporting minerals. The effect of these factors cannot be accurately determined, and we are not aware of any probable government regulations that would impact the Company at this time, although there can be no assurances that regulations may not arise in the future. To the extent that government regulations do arise in the future, they may have a negative effect on our operations, which may in turn, result in losses to investors. This section is intended as a brief overview of the laws and regulations described herein and is not intended to be a comprehensive treatment of the subject matter.Employees

~~Reclamation~~We currently have three full time employees as of our current fiscal year end. In order to implement our business plan, we will be required to employ or retain qualified consultants with the technical expertise to evaluate and mine our mineral properties and for administrative duties as required. We currently employ no miners for our mines in in New Mexico as we are currently under a mine maintenance protocol until the processing mill is in operation in Duncan, AZ.

WeEmployment generally will be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and revegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts would be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies. As soon as we have a mining operation, we will be required to arrange and pledge certificates of deposits for reclamation with the state regulatory agencies. At this time no reclamation cost is calculated or carried forward. Agreements

10Effective July 7, 2020, the Company retained a new Chief Financial Officer and the prior Chief Financial Officer was reassigned to oversee all mining operations as they come on line in our fiscal 2022-23 year. Both parties signed a one-year employment agreement with the Company, with automatic successive one-year renewals provided that neither party has provided notice of termination prior to 30 days from the end of such applicable term.

~~Employees~~Insurance

We ~~currently~~normally ~~have~~maintain ~~two~~property, ~~full~~liability ~~time~~and ~~employees~~workmen’s ascompensation ofinsurance ~~our~~coverages ~~current fiscal year end. In order~~ to ~~implement~~cover ~~our~~losses ~~business plan, we will be required to employ~~ or ~~retain~~risks ~~qualified~~incurred ~~consultants~~in ~~with~~ the ~~technical~~ordinary ~~expertise~~course toof ~~evaluate and mine our mineral properties and for administrative duties as required~~business. WeUpon ~~initially~~resuming ~~planned to employ approximately ten to twelve miners upon commencing our initial mining~~ operations ~~in New Mexico in late 2019. Thereafter~~, ~~we hired approximately thirteen and as of~~ the ~~most~~Company ~~recent~~will ~~date~~reinstate ~~hereof, we have eight employees working on~~ our ~~mining~~insurance ~~operations in New Mexico in June 2020~~coverages. ~~The reduction in employees is due to the continuing effects of Covid-19.~~

~~Insurance~~Exploration

WeThe ~~currently~~Company ~~maintain~~has ~~liability~~spent only nominal amounts during each of the last two fiscal years on exploration and ~~workmen’s~~mine ~~compensation~~development ~~insurance~~due ~~coverage~~to the lack of availability to ~~cover~~currently ~~losses~~economically orprocess ~~risks~~mined ~~incurred~~head inore ~~the~~into ~~ordinary~~concentrates ~~course~~that ofcould ~~business~~be monetized for working capital funds.

~~Exploration~~Seasonality

~~The~~We ~~Company~~have ~~has~~no ~~spent~~properties ~~only~~at ~~nominal~~this ~~amounts~~time ~~during~~that ~~each~~are ofsubject ~~the~~to ~~last~~material ~~three~~restrictions ~~fiscal years~~ on ~~exploration~~our ~~and~~operations ~~mine~~due ~~development~~to seasonality.

~~Seasonality~~Office Facilities

WeOur ~~have~~principal nooffices ~~properties~~are located at ~~this~~2325 ~~time~~San ~~that~~Pedro ~~are~~NE, ~~subject~~Suite to225, ~~material~~Albuquerque, ~~restrictions~~NM on87110. Our telephone number is (505) 255-4852 and our ~~operations~~mailing ~~due~~address tois ~~seasonality~~P.O. BOX 25201, Albuquerque, NM 87125-0201.

~~Office Facilities~~ 11

~~Our~~Dismissal ~~principal~~of ~~executive~~Bankruptcy ~~offices~~Proceeding ~~are~~and ~~located~~Emergence atfrom ~~3544~~Voluntary ~~Rio Grande Blvd. NW, Albuquerque, NM 87107. Our telephone number is (505) 255-4852.~~ Reorganization

~~Dismissal~~In August 2015, the Company filed for Bankruptcy protection under Chapter 11 of the United States Bankruptcy ~~Proceeding~~Code ~~and~~in ~~Emergence~~Delaware in order to secure the existing assets from ~~Voluntary~~creditor ~~Reorganization~~actions, Case No. 15-11761 (MFW). Notwithstanding the Company’s Bankruptcy, the management continued to search for options that would allow it to continue as a going concern.

InAfter ~~August~~the ~~2015~~dismissal from Bankruptcy, the Company ~~filed~~had ~~for~~limited ~~Chapter~~assets, 11yet ~~bankruptcy~~remained ~~protection~~liable infor ~~Delaware~~all incommitments ~~order~~and todebts ~~secure~~that ~~the~~then ~~existing~~were ~~assets~~outstanding. ~~from~~Santa ~~creditor~~Fe ~~actions~~Gold Barbados, ~~Case~~The ~~No.~~Lordsburg ~~15-11761~~Mining ~~(MFW). Jakes~~Company ~~Jordaan,~~and ~~our~~AZCO ~~former~~are ~~chief~~subsidiaries ~~executive~~of ~~officer,~~the ~~filed~~Company anwith ~~affidavit~~no inassets ~~support~~and all of ~~the~~their ~~first~~commitments ~~day~~and ~~motion~~debts ~~that~~remain. weThe ~~had~~bankruptcy ~~only~~court ~~one~~set ~~remaining~~up ~~option~~a ~~(plan)~~trust tofund ~~have~~funded anby ~~orderly~~the ~~sale~~activities of ~~all~~the ~~assets~~Summit tomine ~~satisfying~~(main ~~qualified~~asset ~~debt~~sold ~~without~~in ~~any~~bankruptcy ~~plan~~proceedings) ~~thereafter~~for ~~and~~five heyears ~~began~~from ~~working~~the inception of mine production at the Summit mine, with the funds held in trust distributed by an ~~investment~~independent ~~banker~~trustee to ~~assist~~certain ~~with~~unsecured ~~these efforts~~creditors. ~~The~~Following ~~“asset~~prior ~~sale”~~management’s ~~took~~failure ~~place~~to inprovide ~~February~~a ~~2016~~plan ~~and~~of ~~left~~reorganization, ~~Santa~~the Feresulting ~~and~~significant ~~its~~transactions ~~subsidiaries~~that ~~without~~occurred ~~any~~upon ~~assets~~emergence ~~but~~from ~~with~~bankruptcy ~~the~~were ~~remaining~~as ~~debt.~~follows:

~~After~~·The ~~the~~approximately ~~dismissal~~$20 million of ~~the~~indebtedness ~~bankruptcy case, the Company had limited assets, but remained liable for all commitments and debts that then were~~ outstanding~~. Santa~~ Feon ~~Gold~~account ~~Barbados, The Lordsburg Mining Company and AZCO are subsidiaries~~ of the Company’s ~~with~~finance ~~nominal~~facilities ~~assets~~ and ~~all~~unsecured ofclaims ~~their~~were ~~commitments~~reinstated; and debts remain. The bankruptcy court set up a trust fund funded by the activities of the Summit mine (main asset sold in bankruptcy proceedings) for five years from the inception of mine production at the Summit mine, with the funds held in trust distributed by an independent trustee to certain unsecured creditors.

~~Santa~~·The FeCourt ~~failed~~established toa ~~provide~~trust ain ~~plan~~April of2016 ~~reorganization~~for inthe ~~connection~~benefit ~~with~~of ~~its~~certain ~~petition~~creditors. ~~under~~A ~~Chapter~~profit ~~11of~~interest was attached to the ~~United~~Summit ~~States~~mine ~~Bankruptcy~~for ~~Code. The~~the ~~significant~~benefit ~~transactions~~of ~~that~~certain ~~occurred~~creditors ~~upon~~holding ~~emergence~~unsecured ~~from~~claims ~~bankruptcy~~filed ~~were~~by aseach ~~follows:~~creditor.

·The Company received Bankruptcy Court confirmation of the dismissal in June 2016, and subsequently emerged from bankruptcy. The only funds available for the future administrative costs were prepaid insurance funds of approximately $2049,000. ~~million~~The ofCompany ~~indebtedness~~subsequently ~~outstanding~~began selling, on ~~account~~a ofbest-efforts basis, equity for the ~~Company’s~~cash ~~senior~~needed ~~notes~~for working capital purposes. Currently we have no continuing commitment from any party to provide working capital, and ~~unsecured~~there is no certainty that the Company will be able to continue its current business plan. However, the mining claims ~~were~~/ ~~reinstated;~~assets ~~and~~ that it has managed to secure appear to present a significant opportunity for the Company to continue in the mining business.

~~·The~~Available courts established a trust in April 2016 for the benefit of certain creditors. A profit interest was attached to the Summit mine for the benefit of certain creditors holding unsecured claims filed by each creditor.Information

~~The~~We ~~Company~~make ~~received~~available, ~~Bankruptcy~~free ~~Court~~of ~~confirmation~~charge, ofon ~~the~~or ~~dismissal~~through inour ~~June~~Internet ~~2016~~website, ~~and~~at ~~subsequently~~www.santafegoldcorp.com, ~~emerged~~our ~~from~~annual ~~bankruptcy.~~report ~~The~~on ~~only~~Form ~~funds~~10-K, ~~available~~our ~~for~~quarterly ~~the~~reports ~~future~~on ~~administrative~~Form ~~costs~~10-Q ~~were~~and ~~prepaid~~our ~~insurance~~current ~~funds~~reports ofon ~~approximately~~Form ~~$49,000.~~8-K ~~The~~and ~~Company~~amendments ~~subsequently~~to ~~began~~those ~~selling~~reports onfiled aor ~~best-efforts~~furnished ~~basis~~pursuant ~~equity~~to ~~for~~Section ~~the~~13(a) ~~cash~~or ~~needed~~15(d) ~~for~~of ~~working~~the ~~capital purposes~~U.S. ~~Currently~~Securities weExchange ~~have~~Act noof ~~continuing~~1934. ~~commitment~~Our ~~from~~Internet ~~any~~website ~~party~~and tothe ~~provide~~information ~~working~~contained ~~capital,~~therein ~~and~~or ~~there~~connected isthereto noare ~~certainty~~not ~~that~~intended ~~the~~to ~~Company~~be, ~~will~~and beare ~~able~~not, toincorporated ~~continue~~into ~~its~~this ~~current~~report ~~business~~on ~~plan.~~Form 10-K.

AtYou ~~the~~can ~~end~~read ofour ~~the~~SEC ~~Company’s~~filings, ~~fiscal~~including ~~year~~this ~~ended~~annual ~~June~~report ~~30,~~as ~~2019,~~well ~~the~~as ~~Company~~our ~~wrote~~other ~~off~~periodic ~~debt~~ and ~~related~~current reports, ~~accrued~~on ~~interest in~~ the ~~aggregate~~SEC’s ~~amount~~website ofat ~~$12,506,540~~www.sec.gov. ~~The~~You ~~write~~may ~~off~~also ofread ~~debt~~and ~~was~~copy ~~related~~any todocument ~~two~~we ~~finance~~file ~~facilities~~with ~~that~~the ~~were~~SEC ~~outside~~at ofits ~~the~~public ~~British~~reference ~~Columbia~~facilities ~~statutes~~at of100 ~~limitations~~F Street, N.E., ~~The~~Room ~~Company~~1580, ~~retained~~Washington, ~~legal~~D.C. ~~services~~20549. inYou ~~British~~may ~~Columbia~~also toobtain ~~research~~copies of the ~~British~~documents ~~Columbia~~at ~~statutes~~prescribed ofrates ~~limitations~~by onwriting to the ~~collectability~~Public Reference Section of the ~~finance~~SEC ~~facilities.~~at ~~Legal~~100 ~~counsel~~F ~~reviewed~~Street, ~~all~~N.E., ~~related~~Room ~~documents~~1580, ~~records~~Washington, ofD.C. ~~proceedings~~20549. ~~and~~Please ~~all~~call ~~records~~the ~~and~~SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

11ITEM 1A. RISK FACTORS

~~documents~~The ~~deemed~~Company ~~relevant~~operates toin ~~the~~a ~~two~~rapidly ~~finance~~changing ~~facilities.~~environment ~~It was determined~~ that ~~the~~involves ~~finance~~numerous ~~facilities~~risks ~~were subject to the laws of the Providence of British Columbia~~ and ~~the~~uncertainties ~~federal~~involving ~~laws~~precious ofmetal ~~Canada. The Company received a written legal opinion from legal counsel~~prices, ~~with~~explorations ~~respect~~costs ~~to the two finance facilities~~ and ~~any~~government ~~sums due there under~~oversight. ~~Our~~ ~~counsel~~Investors ~~determined,~~should ~~after~~carefully ~~researching~~consider the ~~Limitations~~risks ~~Act~~described ~~(British~~below ~~Columbia)~~before ~~and~~purchasing ~~relevant~~the ~~case~~Company’s ~~law~~common inshares. ~~the~~The ~~Provence~~occurrence of ~~British Columbia,~~any ~~that~~of the ~~sums~~following ~~the~~events ~~Company~~could ~~had~~negatively ~~been~~affect ~~carrying~~our onbusiness ~~its~~operations ~~books~~ and ~~records~~our ~~related~~results ~~to those two finance facilities were time barred from any collection efforts because they are outside~~ of ~~statute~~operations. If ofthese ~~limitations~~events ~~period allowed under British Columbia law. Stated differently~~occur, the ~~statutes~~trading price of ~~limitations has run for~~ the ~~two~~Company’s ~~finance~~common ~~facility~~shares ~~liabilities~~could ~~pursuant~~decline, ~~to the Limitations Act (British Columbia)~~ and noshareholders ~~future~~may ~~claims~~lose ~~can~~part beor ~~commenced~~even inall ~~the Providence~~ of ~~British~~their ~~Columbia for collection thereunder~~investment. ~~Therefore,~~ ~~the Company has no outstanding legal obligation on the two finance facilities.~~

~~Available~~Risk ~~Information~~ Associated with Our Business

WeOur ~~make~~business ~~available,~~involves ~~free~~a number of ~~charge,~~very onsignificant orrisks, ~~through~~including ~~our~~but ~~Internet~~not ~~website,~~limited atto ~~www.santafegoldcorp.com,~~various ~~our~~areas ~~annual~~of ~~report~~the onmining ~~Form~~exploration ~~10-K,~~industry. ~~our~~The ~~quarterly~~Company ~~reports~~operates onin ~~Form~~a ~~10-Q~~rapidly ~~and~~changing ~~our~~environment ~~current~~that ~~reports~~involves onnumerous ~~Form~~risks ~~8-K~~ and ~~amendments~~uncertainties toinvolving ~~those~~precious ~~reports~~metal ~~filed~~prices, orexplorations ~~furnished~~costs ~~pursuant~~and togovernment ~~Section 13(a) or 15(d) of the U~~oversight.S. ~~Securities Exchange Act of 1934.~~ Our ~~Internet~~business, ~~website~~operating results and ~~the~~financial ~~information~~condition ~~contained~~could ~~therein~~be orseriously ~~connected~~harmed ~~thereto~~as ~~are~~a ~~not~~result ~~intended~~of tothe ~~be,~~occurrence ~~and~~of ~~are~~any ~~not,~~of ~~incorporated~~the ~~into~~following ~~this report on Form 10-K~~risks.

You ~~can~~should ~~read~~invest ~~our~~in ~~SEC filings, including this annual report as well as~~ our ~~other~~common ~~periodic~~stock ~~and~~only ~~current~~if ~~reports,~~you oncan ~~the~~afford ~~SEC’s~~to ~~website~~lose atyour ~~www.sec.gov.~~entire ~~You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N~~investment.~~E.,~~ ~~Room~~Your ~~1580,~~decision ~~Washington,~~to ~~D.C.~~invest ~~20549.~~in ~~You~~our ~~may~~common ~~also~~stock ~~obtain~~should ~~copies~~only ofbe ~~the~~made ~~documents~~after atyou ~~prescribed~~have ~~rates~~knowingly byaccepted ~~writing to~~ the ~~Public~~possibilities ~~Reference Section~~ of ~~the~~such ~~SEC~~a atloss ~~100~~and ~~F Street, N.E., Room 1580, Washington, D.C. 20549. Please call~~ the ~~SEC~~associated ~~at 1-800-SEC-0330 for further information on the operation of the public reference facilities~~risks.

~~ITEM 1A. RISK FACTORS~~12

~~The~~Risks ~~Company~~Related ~~operates~~to inOur a rapidly changing environment that involves numerous risks and uncertainties involving precious metal prices, explorations costs and government oversight. Investors should carefully consider the risks described below before purchasing the Company’s common shares. The occurrence of any of the following events could negatively affect our business operations and our results of operations. If these events occur, the trading price of the Company’s common shares could decline, and shareholders may lose part or even all of their investment. Business

~~Risk~~All ~~Associated~~of ~~with~~our ~~Our~~properties ~~Business~~are in the exploration stage. There can be no assurance that we will establish the existence of any mineral resource or reserves on any of our properties. Until we can do so, there is a possibility we may not be likely to generate substantial revenues from these properties on an economically feasible basis, and our business could fail.

~~All~~We have not established that any of our mining properties contain any mineral reserves; and as such, under Regulation S-K 1300 et. seq. (“Reg S-K 1300”), we are inconsidered an “exploration stage company.” Under the new rules set forth in Reg S-K 1300, an individual property is defined as being: 1.) An exploration stage property if it has no mineral reserves disclosed; 2.) ~~There~~A ~~can~~development bestage property if it has mineral reserves disclosed, but has no ~~assurance~~material ~~that~~extraction; weand ~~will~~3.) ~~establish~~A ~~the~~production ~~existence~~stage property if it has material extraction of mineral reserves. Our ability to conclude that an individual prospect has any ~~metal~~viable ormineral reserves requires further efforts and any funds that we spend on exploration may be lost. Even if we do eventually discover mineral ~~resource~~reserves on ~~any~~one or more of our properties inand ~~commercially~~they ~~exploitable~~are ~~quantities.~~considered ~~Until~~“development stage” because we have not engaged in any material extraction, there can dobe sono assurances that they will become production stage properties. Both mineral exploration and development involve a high degree of risk and few properties, wewhich are ~~not~~explored ~~likely~~become todevelopment ~~earn~~properties; ~~any~~and ~~revenues~~even ~~from~~if ~~these~~they become eligible to be considered development stage properties, ~~and~~as ~~our~~defined ~~business~~in ~~could~~Reg. ~~fail~~S-K 1300, there are no assurances that they will ultimately become production stage properties with commercially viable producing mines.

WeThe ~~have~~commercial ~~not~~viability of an established ~~that~~mineral ~~any~~deposit will depend on a large number of ~~our~~factors; ~~mining~~including, ~~properties~~by ~~contain~~way ~~commercially~~of ~~viable~~example, the size, grade and other attributes of the mineral ordeposit, ~~metal~~the ~~reserves. Our~~proximity ~~ability~~of the resource to ~~conclude~~infrastructure, ~~that~~roads anand ~~individual~~a ~~prospect~~point ~~has~~for ~~any~~shipping, ~~viable~~government ~~mineral~~regulation orand ~~metal~~market ~~reserves~~prices. ~~requires~~Most ~~further~~of ~~efforts~~these factors will be beyond our control, and any ~~funds~~of ~~that~~them wecould ~~spend~~increase oncosts ~~exploration~~and ~~may~~make beextraction ~~lost~~of any previously identified mineral resource unprofitable. ~~Even~~Because ifof this, we dowill ~~eventually~~most ~~discover~~likely ~~commercially~~be ~~viable~~required ~~mineral~~to orconduct ~~metal~~a ~~reserves~~“feasibility onstudy” ~~one~~by a qualified person or ~~more~~company ofin ~~our~~order ~~properties~~to secure any financing for development, ~~there~~extraction ~~can~~and beprocessing. Feasibility studies, themselves, are very time consuming and costly. There are no assurances that we will ~~develop~~be ~~producing~~able ~~mines~~to ~~and~~fund ~~extract~~a ~~those~~feasibility ~~resources.~~study ~~Both~~or ~~mineral~~to ~~exploration~~find ~~and~~an ~~development~~investor ~~involve~~or apartner ~~high~~that ~~degree~~will ofbe ~~risk~~willing ~~and~~to ~~few~~fund ~~properties,~~feasibility ~~which~~studies needed to progress to extraction. If we are ~~explored~~unable ~~and~~to ~~mined~~fund a feasibility study when needed, ~~are~~or ~~ultimately~~if ~~developed~~the ~~into~~results of a feasibility study do not suggest that a property will be commercially viable, ~~producing~~any ~~mines~~funds used on the property will have been lost.

~~The~~Even if commercial viability of ana ~~established~~ mineral or metal deposit ~~will~~is ~~depend~~established, onwe amay ~~large~~be ~~number~~required ofto ~~factors~~expend ~~including,~~significant byresources ~~way~~until ofproduction ~~example~~is possible, ~~the~~during ~~size,~~which ~~grade~~time ~~and~~the ~~other~~economic ~~attributes~~feasibility of ~~the~~production ~~mineral~~may orchange. ~~metal~~Substantial ~~deposit,~~expenditures ~~the~~are ~~proximity~~required ofto ~~the~~both ~~resource~~establish toproven ~~infrastructure,~~and ~~roads~~probable ~~and~~reserves aas ~~point~~well ~~for~~as ~~shipping,~~those ~~government~~required ~~regulation~~to implement permitting and ~~market~~drilling ~~prices~~operations. ~~Most~~Because of these ~~factors~~uncertainties, investors have no assurances that our drilling programs will result in commercially viable operations nor that we will be ~~beyond~~successful ~~our~~in ~~control,~~the ~~and~~establishment ~~any~~or expansion of ~~them~~any ~~could~~resources ~~increase~~or ~~costs~~reserves. ~~and~~Any ~~make~~failure ~~extraction~~in our ability to successfully execute on the forgoing will adversely impact our business results of ~~any~~operations, ~~identified~~in ~~metal~~turn orleading ~~mineral~~to ~~resource~~losses ~~unprofitable~~for investors.

~~Even~~As ifthe ~~commercial~~Company ~~viability~~has adopted the required disclosure prescribed in Regulation S-K 1300 et. seq., the concept of a ~~mineral~~feasibility orstudy ~~metal~~is ~~deposit~~the issame; ~~established~~and although, wethe ~~may~~terms be“mineral ~~required~~resource”, to“measured ~~expend~~mineral ~~significant~~resource”, ~~resources~~“indicated ~~until~~mineral ~~production~~resource” isand ~~possible,~~“inferred ~~during~~mineral ~~which~~resource” ~~time~~were ~~the~~not ~~economic~~defined ~~feasibility~~terms ofunder ~~production~~SEC ~~may~~Industry ~~change.~~Guide ~~Substantial~~7 ~~expenditures~~and ~~are~~were ~~required~~not permitted to ~~both~~be ~~establish~~used ~~proven~~in reports and ~~probable~~registration ~~reserves~~statements asfiled ~~well~~with asthe SEC. Under Reg. S-K 1300 each of those ~~required~~terms tois ~~implement~~specifically ~~permitting~~defined and ~~drilling~~must ~~operations~~be used as defined therein in describing mineral deposits in the required reports. ~~Because~~Investors are cautioned not to assume that any part or all of ~~these~~potential ~~uncertainties~~mineral deposits will ever be converted into “mineral resources,” ~~investors~~as ~~have~~the noterm ~~assurances~~under ~~that~~Reg. ~~our~~S-K ~~drilling~~1300 ~~programs~~means ~~will~~not ~~result~~only inthat ~~commercially~~there ~~viable~~are ~~operations~~mineral ~~nor~~deposits present but that wethey ~~will~~have been determined to be ~~successful~~economically inviable ~~the~~for ~~establishment~~extraction. orThe ~~expansion~~mineral deposits on our properties have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. Our properties currently do not contain any ~~resources~~known proven or probable ore reserves under Reg. ~~Any~~S-K ~~failure~~1300 inreporting ~~our~~standards. Investors ~~ability~~are cautioned not to ~~successfully~~assume ~~execute~~that onany ~~the~~identified ~~forgoing~~mineral deposits will ~~adversely~~be ~~impact~~determined ~~our~~to ~~business~~be ~~results~~mineral ofreserves ~~operations,~~or inever ~~turn~~be ~~leading~~converted tointo ~~losses~~mineral ~~for~~resources ~~investors~~as defined in Reg. S-K 1300 et. seq.

~~Under~~If ~~SEC~~we ~~Industry~~establish ~~Guide~~the 7existence ~~standards,~~of acommercially ~~“final”~~viable ormineral ~~“bankable”~~resources ~~feasibility~~on ~~study~~any isof ~~required~~our ~~to report reserves~~properties, ~~the~~we ~~three-year~~will ~~historical~~require ~~average~~additional ~~price~~capital ~~is used~~ in ~~any~~order ~~reserve or cash flow analysis~~ to ~~designate~~develop ~~reserves, and~~ the ~~primary~~property ~~environmental~~into ~~analysis~~a orproducing ~~report must be filed with the appropriate governmental authority~~mine. InIf ~~addition,~~we ~~the~~cannot ~~terms~~raise ~~“mineral~~this ~~resource”,~~additional ~~“measured mineral resource”~~capital, ~~“indicated~~we ~~mineral~~will ~~resource” and “inferred mineral resource” are~~ not ~~defined~~be ~~terms~~able ~~under SEC Industry Guide 7 and are not permitted~~ to beexploit ~~used~~the inresource, ~~reports~~ and ~~registration~~our ~~statements~~business ~~filed~~could ~~with the SEC~~suffer. Investors are cautioned not to assume that any part or all of potential mineral deposits that may be considered mineral resources will ever be converted into reserves. Our mineral resources have a great amount of

12If we do discover mineral resources on any of our properties, as defined under Reg. S-K 1300 meaning that such mineral deposit(s) is/are commercially viable, we will be required to expend substantial sums of money to establish the extent of the resource, engage in drilling operations and develop extraction and processing facilities (or effect acceptable shipping arrangements therefor) and infrastructure. We do not have adequate capital to develop necessary facilities and infrastructure and will need to raise additional funds. Although we may derive substantial benefits from the discovery of commercially exploitable deposits, there can be no assurance that such a mineral resource will be large enough to justify conventional commercial operations or that we will be able to raise the funds required for development and/or processing on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities, infrastructure, development, processing or related activities, our business may fail and we may be forced to curtail or cease operations.

~~uncertainty~~Our asexploration ~~to their existence,~~ and ~~great~~extraction ~~uncertainty~~activities asmay ~~to their economic and legal feasibility. Our properties currently do~~ not ~~contain any known proven or probable ore reserves under SEC Industry Guide 7 reporting standards. Investors are cautioned not to assume that any mineral resources will ever~~ be ~~converted~~commercially ~~into SEC Guide 7 compliant reserves~~successful.

If we establish the existence of commercially viable mineral or metal resources on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could suffer.13

IfWhile we dobelieve ~~discover~~there ~~mineral~~are ~~and~~positive ~~metal~~indicators ~~resources~~that ~~in commercially exploitable quantities on any of~~ our properties, wecontain ~~will~~commercially beexploitable ~~required~~minerals toand ~~expend~~metals, ~~substantial~~such ~~sums~~belief ofhas ~~money~~been tobased ~~establish~~solely ~~the~~on ~~extent~~preliminary oftests ~~the~~that ~~resource,~~we ~~engage~~have inconducted ~~drilling operations~~ and ~~develop~~data ~~extraction~~provided ~~and~~by ~~processing~~third ~~facilities (or effect acceptable shipping arrangements therefor) and infrastructure~~parties. WeThere docan ~~not~~be ~~have~~no ~~adequate~~assurance ~~capital~~that tothe ~~develop~~tests ~~necessary facilities~~ and ~~infrastructure~~data ~~and~~upon ~~will~~which ~~need to raise additional funds. Although~~ we ~~may~~have ~~derive~~relied ~~substantial~~are ~~benefits~~correct ~~from~~or ~~the~~accurate. ~~discovery of commercially exploitable deposits~~Moreover, ~~there~~mineral ~~can~~exploration beis nohighly ~~assurance~~speculative ~~that~~in ~~such~~nature, ainvolves ~~resource~~many ~~will~~risks beand ~~large~~is ~~enough~~frequently tonon-productive. Unusual ~~justify commercial operations~~ or ~~that~~unexpected wegeologic ~~will~~formations beand ~~able to raise~~ the ~~funds~~inability ~~required~~to ~~for~~obtain ~~development~~suitable ~~and/~~or ~~processing~~adequate onmachinery, aequipment ~~timely~~or ~~basis.~~labor Ifare werisks ~~cannot~~involved ~~raise~~in the ~~necessary~~conduct ~~capital~~of ormost ~~complete~~exploration ~~the~~programs. The ~~necessary~~success ~~facilities,~~of ~~infrastructure,~~mineral ~~development,~~exploration ~~processing or related activities, our business may fail~~ and wedevelopment ~~may~~is bedetermined ~~forced~~in topart ~~curtail~~by orthe ~~cease~~following ~~operations.~~factors:

~~Our~~·the ~~exploration~~identification ~~and~~of ~~extraction~~potential ~~activities~~mineralization ~~may~~based ~~not~~on ~~be commercially successful.~~ analysis;

While we believe there are positive indicators that our properties contain commercially exploitable minerals and metals, such belief has been based solely on preliminary tests that we have conducted and data provided by third parties. There can be no assurance that ·the ~~tests~~availability and data upon which we have relied are correct or accurate. Moreover, mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of ~~most exploration programs. The success of mineral exploration and development is determined in part by the following factors:~~permits;

·~~the~~compliance ~~identification~~with ofenvironmental ~~potential mineralization based on analysis~~requirements;

·~~the~~increases ~~availability~~in ofoperating ~~permits~~mining related costs;

·the quality of our management and our geological and technical expertise; and

·the capital available for mining operations.

Substantial expenditures and time are required to establish existing proven and probable reserves through drilling and analysis, and to develop the mines and facilities and infrastructure at any site chosen for mining. Whether a mineral or metal deposit will be commercially viable and meet Reg. S-K 1300’s definition of “mineral resource”, depends on a number of factors, which include, without limitation: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection; and general economic factors, which include, without limitation, market prices for certain minerals or metals, labor costs, the impact of technological innovations on the supply and demand for the commodities we mine. If our exploration and extraction activities are not successful, our business will likely fail.

There may be challenges to the title of our mineral properties.

The Company has acquired certain rights to its properties by unpatented claims, ownership of land or by lease from those owning the property and its patented claims are limited. The validity of title to many types of natural resource property depends upon numerous circumstances and factual matters (many of which are not discoverable of record or by other readily available means) and is subject to many uncertainties of existing law and its application. There can be no assurance that the validity of our titles to our properties will be upheld or that third parties will not otherwise seek to invalidate those rights. In the event the validity of our title to any of these properties are not upheld, such events would have a material adverse effect on us.

Mineral operations are subject to applicable law and government regulations. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of them. If we cannot exploit any mineral resources that we discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.

13Companies, such as ours that plan to engage in exploration and extraction activities, often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Issuance of permits for our activities is subject to the discretion of government authorities, and we may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms, on a timely basis or at all. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration or development of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could face difficulty and/or fail.

~~Companies,~~We ~~such~~believe ~~as ours~~ that ~~plan~~we toare ~~engage~~ in ~~exploration~~compliance ~~and~~with ~~extraction~~all ~~activities,~~material ~~often~~laws ~~experience increased costs~~ and ~~delays~~regulations inthat ~~production~~currently ~~and~~apply ~~other schedules as a result of the need~~ to ~~comply with applicable laws, regulations and permits. Issuance of permits for~~ our activities isbut ~~subject~~there tocan ~~the~~be ~~discretion~~no ofassurance ~~government~~that ~~authorities, and~~ we ~~may~~can becontinue ~~unable~~ to ~~obtain~~do orso. ~~maintain~~Current ~~such~~laws ~~permits. Permits~~and ~~required~~regulations ~~for~~could ~~future~~be ~~exploration~~amended orand ~~development~~we ~~may~~might not be ~~obtainable~~able onto ~~reasonable~~comply ~~terms~~with them, onas aamended. ~~timely~~Further, ~~basis~~there ~~or at all. There~~ can be no assurance that we will be able to obtain or maintain ~~any~~all ~~of the~~ permits ~~required~~necessary for ~~the~~our ~~continued~~future ~~exploration~~operations, or ~~development~~that ofwe ~~our~~will ~~mineral~~be ~~properties~~able orto ~~for~~obtain ~~the~~them ~~construction~~on ~~and~~reasonable ~~operation~~terms. ofTo athe ~~mine~~extent onsuch ~~our~~approvals ~~properties~~are atrequired ~~economically~~and ~~viable~~are ~~costs.~~not Ifobtained, we ~~cannot~~may ~~accomplish~~be ~~these~~delayed ~~objectives,~~or ~~our~~prohibited ~~business~~from ~~could~~proceeding ~~face~~with ~~difficulty~~planned ~~and/~~exploration or ~~fail~~development of our mineral properties.

WeEnvironmental ~~believe~~hazards ~~that~~unknown weto ~~are~~us, inwhich ~~compliance~~have ~~with~~been ~~all~~caused ~~material~~by ~~laws~~previous ~~and~~or ~~regulations~~existing ~~that~~owners ~~currently~~or ~~apply~~operators toof ~~our~~the ~~activities~~properties, ~~but~~may ~~there~~exist ~~can~~on bethe noproperties ~~assurance~~in ~~that~~which we ~~can~~hold ~~continue~~an tointerest. doIt ~~so.~~is ~~Current~~possible ~~laws~~that ~~and~~our ~~regulations~~properties could be ~~amended~~located ~~and~~on weor ~~might~~near ~~not~~the besite ~~able~~of a Federal Superfund cleanup project. Although we endeavor to ~~comply~~avoid ~~with~~such ~~them~~sites, asit ~~amended.~~is ~~Further,~~possible ~~there~~that ~~can~~environmental becleanup noor ~~assurance~~other ~~that~~environmental werestoration ~~will~~procedures becould ~~able~~remain to ~~obtain~~be completed or ~~maintain~~mandated ~~all~~by ~~permits~~law, ~~necessary~~causing ~~for~~unpredictable ~~our~~and ~~future~~unexpected ~~operations,~~liabilities orto ~~that~~arise. weWe ~~will~~are benot ~~able~~currently toaware ~~obtain~~of ~~them~~any onenvironmental ~~reasonable~~issues ~~terms.~~or Tolitigation ~~the~~relating ~~extent~~to ~~such~~any ~~approvals~~of ~~are~~our ~~required~~current ~~and~~or ~~are~~former ~~not~~properties ~~obtained~~but if they were to arise, we ~~may~~could beface ~~delayed~~significant orliability ~~prohibited~~that ~~from~~would ~~proceeding~~negatively ~~with~~impact ~~planned~~our ~~exploration~~operations orthat ~~development~~would ofcause our ~~mineral~~business ~~properties~~to fail.

Environmental hazards unknown to us, which have been caused by previous or existing owners or operators of the properties, may exist on the properties in which we hold an interest. It is possible that our properties could be located on or near the site of a Federal Superfund cleanup project. Although we endeavor to avoid such sites, it is possible that environmental cleanup or other environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and unexpected liabilities to arise. We are not currently aware of any environmental issues or litigation relating to any of our current or former properties but if they were to arise, we could face significant liability that would negatively impact our operations that would cause our business to fail.14

Competition in the mining industry is intense, and we have limited financial and personnel resources with which to compete.

Competition in the mining industry for desirable properties, investment capital, equipment and personnel are intense. Numerous companies headquartered in the United States, Canada and elsewhere throughout the world compete for properties on a global basis, including areas where we intend to operate. We are currently an insignificant participant in the mining industry due, in part, to our limited financial and personnel resources. We may be unable to: i) attract the necessary investment capital or a joint venture partner to fully develop our mineral properties, ii) acquire other desirable properties, iii) attract and hire necessary personnel, or iv) purchase necessary equipment.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

The business of exploring for and extracting minerals and metals involves a high degree of risk. Few properties are ultimately developed into producing mines. Whether a mineral deposit can be commercially viable depends upon a number of factors, including the particular attributes of the deposit, including size, grade and proximity to infrastructure, metal prices, which can be highly variable, and government regulation, including environmental and reclamation obligations. These factors are not within our control. Uncertainties as to the metallurgical amenability of any minerals discovered may not warrant the mining of these metals or minerals on the basis of available technology. Our operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral or metal properties, such as, but not limited to:

·encountering unusual or unexpected formations;

·environmental pollution;

·personal injury, flooding and landslides;

·variations in grades of minerals or metals;

·~~labor~~political ~~disputes;~~ and economic related conditions;

·alabor ~~decline~~disputes; ~~in the price of gold, silver or copper.~~and

~~We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur~~ ·a ~~write-down~~decline ~~on our investment~~ in ~~such~~the ~~property~~price ~~interests. All~~ of ~~these~~gold ~~factors~~or ~~may result in losses in relation to amounts spent which are not recoverable~~silver. ~~The payment of any liabilities that arise from any such occurrence would have a material, adverse impact on our Company.~~

14We currently have no insurance or hedges to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down on our investment in such property interests. All of these factors may result in losses in relation to amounts spent which are not recoverable. The payment of any liabilities that arise from any such occurrence would have a material, adverse impact on our Company.

Our exploration and development activities are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations.

The exploration, possible future development and production phases of our business will be subject to federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers, directors and employees. Future changes in environmental regulations, if any, may adversely affect our operations. If we fail to comply with any of the applicable environmental laws, regulations or permit requirements, we could face regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies could delay or stop our operations or require a considerable capital expenditure. Although we intend to comply with all environmental laws and permitting obligations in conducting our business, there is always a possibility that those opposed to exploration and mining may attempt to interfere with our operations, whether by legal process, regulatory process or otherwise.

We could be subject to environmental lawsuits.

Neighboring landowners, other third parties and governmental entities could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around our properties. There can be no assurance that our defense of such claims will be successful. A successful claim against us could have an adverse effect on our business prospects, financial condition and results of operation.

~~Risks~~The ~~Associated~~Company’s ~~with~~industry is highly competitive and we have less capital and resources than many of our ~~Company~~competitors which may give them an advantage in developing and securing mining claims and marketing products similar to ours or make our products obsolete.

~~Litigation~~We are involved in a highly competitive industry where we may compete with ~~respect~~numerous toother Mrcompanies who offer alternative methods or approaches. ~~Laws~~These competitors may ~~not~~have ~~result~~far ingreater ~~additional~~resources, ~~funds~~more ~~being~~experience, ~~obtained~~and topersonnel ~~reduce~~perhaps ~~his~~more ~~indebtedness~~qualified ~~owed~~than towe ~~the Company~~do.

The Company has determined by its records that Mr. Laws initially owes us $1,197,198 ; after deducting the sum of $485,966 collected from him, the total amount Laws owed prior to collection of the Company is $711,232 (the “Missing Funds”) plus penalties, professional fees and accrued interest. The Company has commenced litigation and collection efforts, including foreclosure on pledged assets to collect these funds. Mr. Laws filed a petition for protection under the U.S. Bankruptcy Code and has sought to use that proceeding to challenge the Company’s rights to foreclose on certain property that was pledged as security in connection with a promissory note he provided to the Company. That promissory note was issued by Mr. Laws when it was discovered that he owed the Company and payment of the amount he owed the Company was demanded. Based on the position our legal counsel has taken, we believe that Mr. Laws’ challenge to the Company’s security interest will not be supported, nevertheless there can be no assurances that the Company will be able to collect the balance of the Missing Funds from Mr. Laws. Failure to collect the balance of funds from Mr. Laws will adversely impact the Company’s financial condition, including the impact from loss of the funds themselves, although that adverse effect has already been realized and the Company has been operating without the balance of the Missing Funds since they were absent in 2017. As a result of Mr. Laws’ actions, the Company will have the additional expenses associated with the restating of its financial statements, which is included in this filing made on Form 10-K. There were also expenses associated with engaging the special committee to conduct a forensic review of the Company’s books and records in connection with the transactions giving rise to the Missing Funds. Additionally, the Company incurred and may continue to incur the costs associated with engaging counsel to represent the Company in this matter and in the investigations. That is, the investigation(s) or “pre-investigation(s)” that have been conducted or may be conducted by the SEC and DOJ; as well as the costs to settle any matters related thereto, may be significant. The Missing Funds together with the additional expenses that may arise as a result of Mr. Laws’ actions in the aggregate are likely to be substantial. To the extent that they are substantial and that the Company is unable to collect any further sums from Mr. Laws, the Company’s business and results of operations will be adversely affected. 15

~~The~~Such ~~DOJ~~resources may give our competitors an advantage in developing and ~~the~~marketing ~~SEC~~products ~~investigated~~similar to ours or ~~are~~products ~~currently~~that ~~investigating~~make ~~the~~our ~~Company,~~products ~~including~~obsolete. ~~financial~~There ~~transactions~~can ~~involving~~be ~~Thomas~~no ~~Laws.~~assurance that we will be able to successfully compete against these other entities.

The ~~U.S.~~ ~~Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) have, or may have, each initiated investigation into the~~ Company,’s ~~its~~failure ~~officers, directors, and potentially others, resulting from the Laws transactions. The SEC has obtained a formal order~~ to ~~investigate~~continue ~~the Company with respect~~ to ~~Laws~~attract, ~~and while we understand that the DOJ investigation lead to Mr. Laws plea of guilty to various charges~~train, ~~including~~or ~~charges~~retain ~~based~~highly onqualified ~~his~~personnel ~~actions~~could ~~alleged~~harm by the Company~~, we also understand that Mr. Laws is currently awaiting sentencing in connection with his plea(~~’s) of guilty. The Company does not anticipate collecting a material amount due from Mr. Laws in his criminal proceedings. However, it believes that if it is ultimately successfully in recovering any further sums from Mr. Laws, beyond what it has already recovered, that any additional recovery will be determined by the U.S. Bankruptcy Court. business:

15The Company’s success also depends on the Company’s ability to attract, train, and retain qualified personnel, specifically those with management and product development skills. In particular, the Company must hire additional skilled personnel to further the Company’s research and development efforts. Competition for such personnel is intense. If the Company does not succeed in attracting new personnel or retaining and motivating the Company’s current personnel, the Company’s business could be harmed.

~~The~~Risks ~~SEC~~Related ~~investigation~~to ~~surrounding~~ the ~~financial transactions involving Thomas Laws may result in other officers, directors or third-parties or the~~ Company ~~being subject to related or different enforcement actions.~~

~~None~~Litigation ofwith ~~funds~~respect ~~that~~to Mr. Laws ~~owes~~may ~~the~~not ~~Company~~result were ever received by anyone other than Mr. Laws, nor was there ever any evidence found (after a forensic review of the Company’s books and records by an independent special committee) that anyone else benefited in ~~any~~additional ~~way~~funds ~~from~~being ~~the~~obtained ~~Laws transaction(s). However, notwithstanding the forgoing, the SEC continues~~ to ~~investigate~~reduce ~~this~~his ~~matter,~~indebtedness ~~and~~owed ~~the Company is aware that one of our officers is the subject of the investigation and that officer is in settlement discussions with the Commission~~ to ~~bring closure to~~ the investigation. If settlement terms are not reached by the parties, there would likely be an adversarial proceeding commenced by the Commission. Balanced against the certainty that defending would be time consuming and costly, settlement (under reasonable terms) is seen as preferable. There is no assurance that this investigation will not include other affiliates of the Company ~~or the Company itself, and it can’t be predicted as to where this investigation may lead or what the Commission might ultimately decide to seek in terms of judicial relief~~. ~~If the~~ ~~Commission brings an enforcement action against any of the forgoing, it would likely have a material adverse effect on the Company and its operations.~~

The ~~SEC~~Company ~~could~~has ~~take~~determined ~~the~~by ~~position~~its records that weMr. ~~have~~Laws ~~paid~~initially ~~impermissible~~owed ~~finders’~~us $1,197,198 (“The Missing Funds”), excluding related professional fees, orforensic ~~that~~accounting wecosts ~~aided~~and interest and ~~abetted~~penalties aassociated ~~violation~~with the indebtedness. As of the ~~registration~~filing ~~requirements~~of bythis ~~paying~~Form ~~compensation~~10-K, toafter andeducting ~~individual~~cash ~~acting~~collections asof an$990,632 ~~unregistered~~from ~~broker~~Laws ~~dealer~~and related litigation and properties held for sale of $25,800, Laws owes the Company $180,766 plus penalties, professional fees and accrued interest. The Company has been awarded from litigation and collection efforts, the foreclosure on pledged assets and received these assets free and clear of any liens.

InThere ~~the~~were ~~past,~~also weexpenses ~~paid~~associated ~~finders’ fees in connection~~ with engaging the ~~placement~~special ofcommittee ~~certain shares of our common stock~~ to anconduct ~~individual who is~~ a ~~non-U.S.~~forensic ~~resident.~~review ~~While~~of the Company is confident that it met the factors set forth in the SEC Paul Anka No Action Letter (Issued July 24, 1991) (the seminal No Action Letter where transaction based compensation for finders has been approved by the Commission), by definition, the facts set forth in the aforementioned No Action Letter vary from those facts in all other situations including those that were present when finder’s ~~fees~~books ~~were paid by the Company. As such, the SEC is not compelled to find the letter applicable in other situations~~ and ~~with~~records ~~other fact patterns. Nevertheless, we believe that the facts~~ in ~~the~~connection ~~Company’s case are more compelling that those set forth in the Anka letter. The issuer in the Anka Letter did not have a pre-existing relationship~~ with ~~investors, whereas~~ the Company not only had a pre-existing relationship with investors, the investors were almost entirely existing shareholders of the Company. Although, (a) the finder did not have involvement in negotiating or structuring transactions ~~with~~giving ~~investors~~rise ~~(the Company’s investors had already determined~~ to ~~purchase, no sales material was provided by~~ the ~~finder~~Missing ~~with~~Funds. ~~the~~The ~~sole exception of a blank subscription agreement that the finder was provided by the~~ Company ~~and~~has ~~that~~incurred ~~was~~costs ~~provided~~associated ~~along~~ with ~~the~~engaging ~~per~~counsel ~~share price~~ to ~~the~~represent ~~investor as a courtesy); (b)~~ the ~~finder did not value or opine as to the~~ Company’s ~~common~~in ~~stock’s~~this ~~value~~matter and ~~did not participate~~ in ~~negotiating on behalf of~~ the ~~investor~~investigations oras ~~the~~well ~~Company; (c) the finder was not in the business of brokering transactions and its activity,~~ as ~~a finder, was isolated to helping~~ the ~~Company~~court ~~and~~proceedings. ~~again,~~The ~~(d)~~Missing ~~although~~Funds ~~fees~~together ~~were paid in connection~~ with the ~~sales~~additional ofexpenses ~~the Company’s common stock, this was disclosed on the subscription agreements and the other items were as limited or more limited than those~~ that ~~were present that gave rise to the SEC’s Paul Anka No-Action Letter. Further out of an abundance of caution, no commissions or finder’s fees~~ have ~~been~~arisen ~~paid~~as ina ~~connection~~result ~~with the placement~~ of ~~common stock subsequent to August 2018~~Mr. ~~Nevertheless, if the SEC were to disagree with the Company~~Laws’s ~~analysis,~~actions ~~the Company would be~~ in ~~a position to where it would be required to defend its position or to reach a settlement with~~ the ~~Commission,~~aggregate ~~either~~are ofsubstantial ~~which could be costly~~ and have abeen ~~negative~~expensed ~~impact~~in on the ~~Company~~periods ~~and its results of operations~~incurred.

There can be no assurance the Company will successfully implement its plans.

We have historically incurred net losses from operations and we expect losses in the future periods. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of a new business which seeks to obtain funds to finance its operations in a highly competitive environment. There can be no assurance that we will successfully implement any of our plans (including without limitation production of any mine, shipping ore to a smelter or otherwise commercially exploit our properties) in a timely or effective manner or that we will ever be profitable. In addition, there can be no assurances that we will choose to continue to develop any of our current properties because we intend to consider and, as appropriate, to divest ourselves of properties that may no longer be a strategic fit to our business strategy or that we lack the necessary capital to develop. If we lack the capital to implement our plans, we will be forced to curtail or cease operations.

Mineral exploration and development inherently ~~involves~~involve significant and irreducible financial risks. We may suffer from the failure to find and develop profitable mineral deposits.

The exploration for and development of mineral deposits involves significant financial risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Unprofitable efforts may result from the failure to discover mineral deposits. Even if mineral deposits are found, such deposits may be insufficient in quantity and quality to return a profit from production, or it may take a number of years until production is possible, during which time the economic viability of the project may change. Few properties which are explored are ultimately developed into producing mines. Mining companies rely on consultants and others for exploration, development, construction and operating expertise.

16Substantial expenditures are required to establish ore reserves, extract metals from ores and, in the case of new properties, to construct mining and processing facilities. The economic feasibility of any development project is based upon, among other things, estimates of the size and grade of ore reserves, proximity to infrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital and operating costs of such development projects, and metals prices. Development projects are also subject to the completion of favorable feasibility studies, issuance and maintenance of necessary permits and receipt of adequate financing.

~~Substantial~~Once ~~expenditures~~a ~~are~~mineral ~~required~~deposit tois ~~establish~~developed, ~~ore~~whether ~~reserves,~~it ~~extract~~will ~~metals~~be ~~from~~commercially ~~ores~~viable ~~and~~depends on a number of factors, inincluding: the ~~case~~particular attributes of ~~new~~the ~~properties~~deposit, tosuch ~~construct~~as ~~mining~~size, grade and ~~processing~~proximity ~~facilities.~~to ~~The~~infrastructure; ~~economic~~government ~~feasibility~~regulations ofincluding ~~any~~taxes, ~~development~~royalties ~~project~~and island ~~based~~tenure; ~~upon~~land use, ~~among~~importing ~~other~~and ~~things,~~exporting ~~estimates~~ of ~~the~~minerals ~~size~~ and ~~grade~~environmental ofprotection; ~~ore~~and ~~reserves,~~mineral ~~proximity~~prices. toFactors ~~infrastructures~~that ~~and~~affect ~~other~~adequacy ~~resources~~of ~~(such~~infrastructure asinclude: ~~water~~reliability ~~and~~of ~~power)~~roads, ~~metallurgical recoveries~~bridges, ~~production~~power ~~rates~~sources and ~~capital~~water ~~and~~supply; ~~operating~~unusual ~~costs~~or ofinfrequent ~~such~~weather ~~development~~phenomena; ~~projects,~~sabotage; and ~~metals~~government ~~prices~~or other interference in the maintenance or provision of such infrastructure. ~~Development~~All ~~projects~~of these factors are ~~also~~highly ~~subject~~cyclical. toThe ~~the~~exact ~~completion~~effect of ~~favorable~~these ~~feasibility~~factors ~~studies~~cannot be accurately predicted, ~~issuance~~but ~~and~~the ~~maintenance~~combination ofmay ~~necessary~~result ~~permits~~in ~~and~~not ~~receipt~~receiving ofan adequate ~~financing~~return on invested capital.

Once a mineral deposit is developed, whether it will be commercially viable depends on a number of factors, including: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; government regulations including taxes, royalties and land tenure; land use, importing and exporting of minerals and environmental protection; and mineral prices. Factors that affect adequacy of infrastructure include: reliability of roads, bridges, power sources and water supply; unusual or infrequent weather phenomena; sabotage; and government or other interference in the maintenance or provision of such infrastructure. All of these factors are highly cyclical. The exact effect of these factors cannot be accurately predicted, but the combination may result in not receiving an adequate return on invested capital.16

Significant investment risks and operational costs are associated with our exploration activities. These risks and costs may result in lower economic returns and may adversely affect our business.

Mineral exploration, particularly for gold, involves many risks and is frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible, during which time the economic viability of the project may change. Development projects may have no operating history upon which to base estimates of future operating costs and capital requirements. Development project items such as estimates of reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, and feasibility studies. Estimates of cash operating costs are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual cash operating costs and economic returns of any and all development projects may materially differ from the costs and returns estimated, and accordingly, our financial condition and results of operations may be negatively affected.

Any of our future acquisitions may result in significant risks, which may adversely affect our business.

An important element of our business strategy is the opportunistic acquisition of operating mines, properties and businesses or interests therein within our geographical area of interest. While it is our practice to engage independent mining consultants to assist in evaluating and making acquisitions, any mining properties or interests therein we may acquire may not be developed profitably or, if profitable when acquired, that profitability might not be sustained. In connection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in increased interest expense, or dilution of the percentage ownership of existing shareholders. We cannot predict the impact of future acquisitions on the price of our business or our common stock. Unprofitable acquisitions, or additional indebtedness or issuances of securities in connection with such acquisitions, may impact the price of our common stock and negatively affect our results of operations.

Our ability to find and acquire new mineral properties is uncertain. Accordingly, our prospects are uncertain for the future growth of our business.

Because mines have limited lives based on proven and probable ore reserves, we may seek to replace and expand our future ore reserves, if any. Identifying promising mining properties is difficult and speculative. Furthermore, we encounter strong competition from other mining companies in connection with the acquisition of properties producing or capable of producing gold. Many of these companies have greater financial resources than we do. Consequently, we may be unable to replace and expand future ore reserves through the acquisition of new mining properties or interests therein on terms we consider acceptable. As a result, our future revenues from the sale of gold or other precious metals, if any, may decline, resulting in lower income and reduced growth.

Delaware law and our by-laws protect our directors from certain types of lawsuits.

Delaware law provides that our directors will not be liable to us or our stockholders for monetary damages except for certain types of conduct as directors. Our by-laws require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment, or other circumstances. The indemnification provisions may require us to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

17Even if the Ore Contains a Substantial amount of Gold or Silver it May Not be Profitable Because of Other Factors.

WeThe ~~are~~Company is in the preliminary stages of mining operations in the Jim Crow ~~Mine~~and Billali Mines. There can be no assurances of continued mining operations at the Jim Crow and Billali Mines or that continued operations will be profitable. The Company currently does not have a long-term smelting contract and there can be no assurances that shipping to a smelter will occur in the immediate or near future. Transportation of head ore is expensive and the smelter the Company previously used is no longer accepting ore from outside sources. This has forced the Company to advance its plans to construct a mill on our site in Duncan, Arizona. This will enable us to process our ore into concentrate, which is more efficient to transport cost wise to the smelter. Without the ability to process the head ore into concentrate, the transportation of the head ore is cost prohibitive. Thus, it is imperative that the Company construct a mill to process its ore on a site that is in close proximity to our mine sites. Any delays in securing the financing necessary to construct the required mill and/or any delays in constructing it will negatively impact the Company’s mining operations and results of operations. The Company is currently seeking financing to construct the mill but there can be no assurances that it will be successful in securing the necessary financing or that if it is able to secure financing that it will be on terms that are favorable to the Company. Any delays or problems in raising the funds required for a mill will adversely impact the Company and its operations which ultimately adversely impacts investors.

The Company is in the preliminary stages of mining operations in the Jim Crow Mine and anticipates the first shipment of ore during the second or third quarter of calendar 2020. The Company currently does not have a long-term shipping contract and there can be no assurances that shipping to this smelter will continue in future periods or that the Company will receive revenue therefrom. There can be no assurances of continued mining operations at the Jim Crow Mine or the shipment of ore to the smelter, any of which would adversely impact investors. 17

Dismissal of Bankruptcy ~~Proceeding~~Proceedings and Emergence from Voluntary Reorganization did not result in the elimination of Company liabilities.

After the dismissal of the bankruptcy petition in June 2016 and the sale of the Company’s significant assets, the Company emerged with ~~nominal~~limited assets ~~and~~while it remained liable for all commitments and debts that then were outstanding. Santa Fe Gold Barbados, The Lordsburg Mining Company and AZCO are subsidiaries of the Company with ~~nominal~~no assets and all of their commitments and debts remain outstanding. The bankruptcy court set up a trust fund, funded by the activities of the Summit mine (main asset sold in bankruptcy proceedings) for five years from the inception of mine production at the Summit mine and the trust funds will be distributed to certain unsecured creditors by an independent trustee. The Company failed to provide a plan of reorganization with the filing for protection under the Bankruptcy Code and as such, its debts were not discharged. The significant transactions that occurred upon emergence from bankruptcy were as follows:

·The approximately $20 million of indebtedness outstanding on account of the Company’s senior notes and unsecured claims were reinstated; and

·The courts established a trust in April 2016 for the benefit of certain creditors. A profit interest was attached to the Summit mine with the benefit for certain creditors holding unsecured claims filed by each creditor.

Accordingly, there can be no assurance that the Company’s ~~liabilities~~ remaining liabilities, after the emergence from bankruptcy, will not materially impact the Company. The Company has no continuing commitment from any party to provide working capital, and there is no certainty that the Company will be able to raise sufficient capital to fund any or all existing liabilities as well as to fund its current business plan. The failure to raise needed capital may result in the curtailment or cessation of our business. Notwithstanding the emergence from Bankruptcy with the aforementioned liabilities, a significant portion of them became time barred from collection by virtue of the 2 year limitation period imposed by statute of limitations for the Provence of British Columbia and as such, upon receipt of a legal opinion coving the same, were written off and are no longer required to be reflected in the Company’s financial statements as an enforceable liability. (See Item I Business – “Dismissal of Bankruptcy Proceeding and Emergence from Voluntary Reorganization.”)

We have a history of operating losses and expect to incur substantial operating losses and negative operating cash flows for the foreseeable future, and we may never achieve or maintain profitability.

We have had no revenues ~~during~~since ~~the~~emerging ~~last~~from ~~two~~bankruptcy, ~~fiscal~~and ~~years,~~we may not generate revenues this current fiscal year, ~~and~~depending weon ~~are~~the ~~not~~completion ~~currently~~of ~~profitable~~our mill project. We do not currently have sufficient capital to fund operations through June 30, ~~2020~~2023 and will need to raise additional funding to implement our business strategy. Even if we succeed in developing any of our properties and the mill site, we ~~expect~~may to incur operating losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future. As the Company has no commitment for debt or equity financing, the Company will be reliant upon best -efforts fund -raising activities to provide sufficient working capital to fund current and future needs. There can be no assurance that the Company will be successful in its best -efforts capital raising efforts, and the failure to raise needed capital will result in the curtailment or cessation of our business.

We may never be able to write-down certain liabilities and this may have a ~~limited~~negative ~~operating~~impact ~~history~~ on ~~which~~our ability to ~~base~~raise ancapital ~~evaluation~~and on the market price of our ~~business~~common ~~and~~stock, ~~properties~~when we resume trading.

~~Any~~At ~~investment~~the inend of the Company’s ~~securities~~fiscal ~~should~~year beending ~~considered~~June a30, ~~high-risk~~2019, ~~investment~~the ~~because~~Company ~~investors~~wrote ~~will~~off bedebt ~~placing~~and ~~funds~~related ataccrued ~~risk~~interest aggregating $12,507,540. The write off of debt was related to two finance facilities governed by and enforceable under British Columbia statutes. The Company retained legal services in anBritish ~~early~~Columbia ~~stage~~to ~~business~~research ~~with~~the ~~unforeseen~~British ~~costs,~~Columbia ~~expenses~~statutes of limitations on the collectability of the finance facilities. Legal counsel reviewed all related documents, ~~competition~~records of proceedings and all records and documents deemed relevant to the two finance facilities. The finance facilities were subject to the laws of the Providence of British Columbia and the National laws of Canada and as a result, the Company secured a ~~history~~written legal opinion from Canadian counsel that any liability under the two finance facilities, because of ~~operating~~the ~~losses~~Limitations Act (British Columbia) and ~~other~~the ~~problems~~relevant case law in British Columbia, were no longer enforceable. That is, because the statute of limitations had run for the two liabilities, pursuant to ~~which~~the ~~start-up~~Limitations ~~ventures~~Act ~~are~~(British ~~often~~Columbia), ~~subject.~~no ~~Investors~~future ~~should~~claims ~~not~~could ~~invest~~be commenced in the Province of British Columbia and therefore, the Company’s ~~securities~~had ~~unless~~no ~~they~~outstanding ~~can~~legal ~~afford~~obligations toon ~~lose~~the ~~their~~two ~~entire~~finance ~~investment~~facilities. ~~Your~~ ~~investment~~With ~~must~~this, bethe ~~considered~~Company wrote down $12,507,540 in ~~light~~liabilities ofand this has been the ~~risks~~Company’s position; however, ~~expenses~~upon review of earlier Registration Statements that were subsequently withdrawn, the SEC Staff expressed its concern with the Company taking this write-down because FASB ASC 405-20-40-1(b) states that “a liability has been extinguished if the debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor.” Since management knew that one of the creditors had been dissolved and ~~difficulties~~was ~~encountered~~no longer in ~~establishing~~existence aand ~~new~~the ~~business~~other creditor had written-off the amounts that had been owed to it by the Company in aone ~~highly~~of ~~competitive~~its ~~and~~annual ~~mature~~reports, ~~industry. Our~~it ~~operating~~knew ~~history~~that ~~does~~it would be difficult if not ~~provide~~impossible to get both creditors to release it from liability and that obtaining a ~~meaningful~~court ~~basis~~order ~~for~~would anbe ~~evaluation~~time ofconsuming ~~our~~and ~~current~~expensive ~~prospects~~at best. ~~Other~~ ~~than~~The ~~through~~Commission ~~conventional~~Staff ~~and~~was ~~typical~~willing ~~exploration~~to ~~methods~~allow ~~and~~an ~~procedures~~opinion of counsel, however the opinions we ~~have~~provided nodid ~~additional~~not ~~way~~meet tothe ~~evaluate~~standard that the ~~likelihood~~Commission ofrequires. ~~whether~~The ~~other~~standard ~~properties~~that ~~contain~~the ~~commercial~~Commission ~~quantities~~Staff ofrequires ~~mineral~~is what is sometimes referred to as a “would” or ~~metal~~“will” ~~reserves~~opinion. In requiring a “will” or “would” opinion, ifthe ~~they~~Commission ~~do,~~is iflooking ~~they~~for greater assurance that the Company “would” or “will” be ~~operated~~successful ~~successfully~~in the event that one of the creditors sought to collect on the liabilities. Although this standard may seem subjective, “will opinions” are regularly used in the context of tax law where a tax opinion is needed. In that context the term “will” means that the drafter of the opinion believes and is effectively stating that there is a 90%-95% probability that a given result “will” come to pass based on the facts present. Absent the availability of one of these three routes to write-off the liabilities, he Commission Staff’s position is that

Ifthe wecorrect ~~cannot~~treatment ~~raise~~of ~~additional~~the ~~funding~~aforementioned liabilities is to continue carrying them on the Company’s balance sheets. The Company was not able to procure a judicial order in a timely manner, wespecific written agreement of the creditors nor an opinion of counsel meeting the “would” or “will” standard, therefore it determined the most expeditious course of action was to restate the consolidated financial statements so that the liabilities that were written-off are now included in the liabilities of the Company once again; in effect, restating the consolidated financial statements as of June 30, 2019 and 2020. Although, in a future period, while the Company plans to either seek a judicial determination or an opinion of counsel that meets the “would” or “will” standard with respect to the liabilities, there can be ~~unable~~no assurance that the Company will be successful in meeting the requirements necessary to ~~implement~~write-off the aforementioned liabilities or that the Commission will agree that the judicial determination or opinion of counsel satisfies the requirements and spirit of FASB ASC 405-20-40-1(b). To meet the requirements of the Commission, the Company reinstated the debt and restated our ~~business~~financial ~~plan~~statements in question in our Registration Statement on Form 10-12G filed on June 14, 2022 and became effective on August 4, 2022. As a result of these restated financial statements and the forward impact on future financial statements, our stock prices as well as our ability to secure necessary financial funding could be harmed as a result.

Since we do not generate any revenues, we may not have sufficient financial resources ourselves, to undertake all planned development activities relating to our business plan. There can be no assurances that additional financing will be available to us or that if available, that it would be on terms acceptable to us. We ~~do not~~ have any commitments for debt or equity financing at this time, nor do we have credit facilities available with financial institutions or other third parties, and investors may lose their all of their investment if we are unable to secure such financing in a ~~timely~~limited ~~manner. As~~operating ~~the~~history Company has no commitment for debt or equity financing, the Company will be reliant upon its own best efforts fund raising activities to provide sufficient working capital to fund its current and future needs, as well as on ~~the~~which potential cash flow from operations. There can be no assurances that the Company will be successful in its best efforts capital raising or receive significant cash flow from operations; and the failure to ~~generate~~base ~~needed~~an ~~working~~evaluation ~~capital may result in the curtailment or cessation~~ of ~~its~~our business, and ~~losses for investors~~properties.

~~Our~~Any ~~resources~~investment ~~may~~in ~~not~~the Company’s securities should be ~~sufficient~~considered a high-risk investment because investors will be placing funds at risk in an early-stage business with unforeseen costs, expenses, competition, a history of operating losses and other problems, to ~~manage~~which ~~our~~start-up ~~expected~~ventures ~~growth;~~are ~~failure~~often subject. Investors should not invest in the Company’s securities unless they can afford to ~~properly~~lose ~~manage~~their ~~our~~entire ~~potential~~investment. Your ~~growth~~investment ~~would~~must be ~~detrimental~~considered toin ~~our~~light of the risks, expenses, and difficulties encountered in establishing a new business in a highly competitive and mature industry. Our operating history does not provide a meaningful basis for an evaluation of our current prospects. Other than through conventional and typical exploration methods and procedures, we have no additional way to evaluate the likelihood of whether other properties contain commercial quantities of mineral or metal reserves or, if they do, if they will be operated successfully.

~~Even~~Management if we obtain funding for operations, we may fail to adequately manage our anticipated future growth. Any growth in our operations will place a significant strain on our administrative, financial and operational resources, and increase demands on our management, as well as our operational and administrative systems, controls and other resources. There can be no assurances that our existing personnel, systems, procedures or controls will be adequate to support our operations in the future; or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of ~~this~~ growth, we may ~~have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. There can~~ be nonecessary ~~guarantee~~for ~~that~~us ~~we will be able~~ to ~~do so, or that if we are able to do so, we will~~ be ~~able to effectively integrate them into our existing staff and systems~~competitive.

IfSuccessful weexpansion ~~are~~of ~~unable to manage growth effectively,~~ our business, ~~operating results and financial condition could be materially adversely affected. As with all expanding businesses, the potential exists that growth~~ will ~~occur~~depend ~~rapidly.~~on Ifour weability ~~are unable~~ to effectively ~~manage~~attract ~~this~~and ~~growth~~manage staff, ~~our~~strategic business relationships, and ~~operating results could suffer~~shareholders. ~~Anticipated~~Specifically, ~~growth~~we inwill ~~future~~need ~~operations~~to ~~may~~hire ~~place~~skilled ~~a significant strain on~~ management ~~systems~~ and ~~resources.~~technical ~~In addition, the integration of new~~ personnel ~~will~~as ~~continue~~well toas ~~result~~manage inpartnerships ~~some~~and ~~disruption~~joint toventures ~~ongoing operations. The ability~~ to ~~effectively~~navigate ~~manage~~shifts ~~growth~~ in athe ~~rapidly~~general ~~evolving~~economic ~~market requires effective planning and management processes~~environment. WeExpansion ~~will~~has ~~need~~the topotential ~~continue~~ to ~~improve~~place ~~operational,~~significant ~~financial~~strains ~~and~~on ~~managerial controls~~financial, ~~reporting systems and procedures~~management, and ~~will~~operational ~~need~~resources, toyet ~~continue~~failure to expand, ~~train~~will ~~and~~inhibit ~~manage~~ our ~~work~~profitability ~~force~~goals.

~~The~~If ~~loss~~we ofcannot ~~key~~secure ~~personnel~~additional ~~could~~funding, ~~adversely~~we ~~impact~~will ~~the~~be ~~Company~~unable to implement our business plan.

~~The~~Since ~~nature~~we ofdo ~~our~~not ~~business~~generate any revenues, ~~including~~we ~~our~~may ~~ability~~not have sufficient financial resources ourselves, to ~~continue~~undertake ~~our~~all ~~current~~planned development activities ~~depends,~~relating into ~~large~~our ~~part~~business plan. As stated, the smelter the Company previously used is no longer accepting ore from outside sources and this has forced the Company to advance its plans to construct a mill on site so that the ~~efforts~~ore ofcan ~~our~~be ~~key~~processed ~~personnel~~into concentrate. Without the ability to process the head ore into concentrate, the ~~loss~~transportation of ~~any~~the ofhead ~~which~~ore ~~could~~is ~~have~~cost aprohibitive. ~~material~~Thus, ~~adverse~~unless ~~effect~~the onsmelter ~~our~~we ~~business.~~had Asused previously ~~mentioned~~begins accepting outside ore for processing, it is imperative that the ~~SEC~~Company ~~instituted~~construct a ~~formal~~mill ~~investigation~~to ~~against~~process its ore. The Company had planned on constructing a mill in the future but this development with our ~~former~~previous ~~CEO~~smelter ~~and~~has ifforced itthe ~~were~~Company to ~~continue~~plan and start construction immediately in order for it to ~~seek~~realize ~~enforcement~~any ~~action(s)~~revenue ~~against~~from ~~other~~the ~~individuals~~ore ~~that~~it ~~are~~mines. ~~important~~The Company currently does not have the financial resources to construct the ~~Company~~mill, wetherefore ~~could~~until ~~effectively~~it ~~lose~~is able to secure the ~~services~~necessary offinancing, ~~those~~its ~~individuals. This~~prospects for generating revenue from the Jim Crow and Billali Mines is ~~because~~non-existent. ~~frequently~~Nevertheless, ~~with~~there ~~enforcement~~can ~~actions~~be no assurances that additional financing will be available to us or that if available, ~~the~~that ~~SEC~~it ~~seeks~~would be on terms acceptable to ~~bar~~us. ~~individuals~~We ~~from~~do ~~serving~~not ashave ~~officers~~any commitments for debt or ~~directors~~equity financing at this time, nor do we have credit facilities available with financial institutions or ~~otherwise~~other ~~participating~~third parties, and investors may lose their all of their investment if we are unable to secure such financing in ~~certain~~a ~~activities~~timely manner. As the Company has no commitment for debt or onequity ~~behalf~~financing, ofthe ~~public~~Company ~~companies,~~will ~~often~~be ~~five~~reliant ~~years~~upon its own best-efforts fund-raising activities to provide sufficient working capital to fund its current and ~~occasionally~~future needs, as well as on athe ~~permanent~~potential ~~basis~~cash flow from operations. ~~When~~ There can be no assurances that the ~~SEC~~Company ~~seeks~~will abe ~~“bar”~~successful ~~against~~in anits ~~individual,~~best-efforts ~~consent~~capital raising or receive significant cash flow from operations; and the failure to agenerate ~~bar~~needed isworking ~~generally~~capital ~~one~~may ofresult in the ~~required~~curtailment ~~terms~~or cessation of ~~settlement~~its ~~insisted~~business, ~~upon~~and bylosses ~~the~~for ~~Commission~~investors.

WeOur resources may not be ~~unable~~sufficient to ~~continue~~manage asour aexpected ~~going~~growth; ~~concern~~failure to properly manage our potential growth would be detrimental to our business.

AsEven aif ~~result~~we ofobtain ~~our~~funding ~~financial~~for ~~condition~~operations, we may fail to adequately manage our ~~auditors~~anticipated ~~have~~future ~~expressed~~growth. ~~doubt~~Any asgrowth toin our ~~ability~~operations towill ~~continue~~place as a ~~going~~significant ~~concern~~strain ~~which~~on ~~may~~our ~~have~~administrative, anfinancial ~~adverse~~and ~~impact~~operational resources, and increase demands on our ~~relationship~~management, ~~with~~as ~~third~~well ~~parties~~as ~~with~~our ~~whom~~operational weand doadministrative ~~business~~systems, controls and ~~could~~other ~~make~~resources. itThere ~~challenging~~can ~~and~~be ~~difficult~~no ~~for~~assurances usthat toour ~~raise~~existing ~~additional~~personnel, ~~debt~~systems, procedures or ~~equity~~controls ~~financing,~~will ~~all~~be ofadequate ~~which~~to ~~could~~support ~~have~~our aoperations ~~material~~in ~~adverse~~the ~~impact~~future; onor ~~our~~that ~~business,~~we ~~results~~will ofbe ~~operations,~~able ~~financial~~to ~~condition~~successfully ~~and~~implement ~~future~~appropriate ~~prospects~~measures consistent with our growth strategy. ~~The~~ ~~consolidated~~As ~~financial~~part ~~statements~~of this growth, we may have ~~been~~to ~~prepared~~implement onnew aoperational ~~going~~and ~~concern~~financial ~~basis~~systems, ~~which~~procedures ~~contemplates~~and ~~the~~controls ~~realization~~to ofexpand, ~~assets~~train and ~~satisfaction~~manage ofour ~~liabilities~~employee base, and ~~commitments~~maintain inclose ~~the~~coordination ~~normal~~among ~~course~~our ~~of business~~staff. ~~Should~~There ~~the~~can ~~Company~~ be ~~unable~~no toguarantee ~~continue~~that aswe awill ~~going~~be ~~concern~~able to do so, itor ~~may~~that beif ~~unable~~we toare ~~realize~~able ~~the~~to ~~carrying~~do ~~value~~so, ofwe ~~its~~will ~~assets~~be ~~and~~able to ~~meet~~effectively ~~its~~integrate ~~liabilities~~them asinto ~~they~~our ~~become~~existing ~~due~~staff and systems.

A substantial or extended decline in gold and silver prices would have a material adverse effect on the value of our assets, on our ability to raise capital and could result in lower than estimated economic returns. 19

~~The~~If ~~value~~we ofare ~~our~~unable ~~assets~~to manage growth effectively, our ~~ability~~business, operating results and financial condition could be materially adversely affected. As with all expanding businesses, the potential exists that growth will occur rapidly. If we are unable to ~~raise~~effectively ~~capital~~manage this growth, our business and ~~any~~operating results could suffer. Anticipated growth in future ~~economic~~operations ~~returns~~may ~~are~~place ~~substantially~~a ~~dependent~~significant strain on management systems and resources. In addition, the ~~prices~~integration of ~~gold~~new ~~and~~personnel ~~silver~~will continue to result in some disruption to ongoing operations. ~~Gold~~The ~~and~~ability ~~silver~~to ~~prices~~effectively ~~fluctuate~~manage ongrowth in a ~~daily~~rapidly ~~basis~~evolving ~~and~~market ~~are~~requires ~~affected~~effective byplanning ~~numerous~~and ~~factors~~management ~~beyond~~processes. ~~our~~We ~~control.~~will ~~Factors~~need ~~tending~~to continue to ~~influence~~improve ~~gold~~operational, ~~prices~~financial and managerial controls, ~~for~~reporting ~~example~~systems and procedures, ~~include:~~and will need to continue to expand, train and manage our work force.

~~·gold~~The ~~sales~~loss orof ~~leasing~~key bypersonnel ~~governments~~could ~~and~~adversely ~~central~~impact ~~banks~~the ~~or changes in their monetary policy, including gold inventory management and reallocation of reserves;~~ Company.

19The nature of our business, including our ability to continue our current activities depends, in large part, on the efforts of our key personnel, the loss of any of which could have a material adverse effect on our business.

~~·speculative~~We ~~short~~may ~~positions~~be ~~taken~~unable byto ~~significant~~continue ~~investors~~as ora ~~traders~~going inconcern. ~~gold;~~

·As a result of our financial condition, our auditors have expressed doubt as to our ability to continue as a going concern which may have an adverse impact on our relationship with third parties with whom we do business, and could make it challenging and difficult for us to raise additional debt or equity financing, all of which could have a material adverse impact on our business, results of operations, financial condition and future prospects. The consolidated financial statements have been prepared on a going concern basis, which contemplates the ~~relative~~realization ~~strength~~of assets and satisfaction of liabilities and commitments in the Unormal course of business.S. ~~dollar;~~ 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.

~~·expectations~~A ofsubstantial ~~the~~or ~~future~~extended ~~rate~~decline in gold and silver prices would have a material adverse effect on the value of ~~inflation;~~ our assets, on our ability to raise capital and could result in lower than estimated economic returns.

~~·interest~~The ~~rates;~~ value of our assets, our ability to raise capital and any future economic returns are substantially dependent on the prices of gold and silver. Gold and silver prices fluctuate daily and are affected by numerous factors beyond our control. Factors tending to influence gold prices, for example, include:

·~~changes~~gold tosales ~~economic~~or ~~activity~~leasing by governments and central banks or changes in ~~the~~their ~~United~~monetary ~~States~~policy, ~~China,~~including ~~India~~gold ~~and~~inventory ~~other~~management ~~industrialized~~and orreallocation ~~developing~~of ~~countries~~reserves;

·~~geopolitical~~speculative ~~conflicts~~short positions taken by significant investors or traders in gold;

·~~changes~~the inrelative ~~industrial,~~strength ~~jewelry~~of orthe ~~investment~~U.S. ~~demand~~dollar;

·~~changes~~expectations inof ~~supply~~the ~~from~~future ~~production,~~rate ~~disinvestment~~of ~~and scrap~~inflation; ~~and~~

·~~Forward~~interest ~~sales by producers in hedging or similar transactions.~~rates;

~~Risks~~·changes ~~Related~~ to ~~our~~economic ~~Common~~activity ~~Stock~~in the United States, China, India and other industrialized or developing countries;

~~Our~~·geopolitical ~~common stock is thinly traded, and there is no guarantee as to the prices at which the shares may trade.~~conflicts;

~~Trading~~·changes ~~of our common stock is quoted by OTC Markets Group, Inc., under the ticker symbol “SFEG.” Since the Company has not been current~~ in ~~its filings with the SEC~~industrial, ~~the~~jewelry Company has a “stop sign” associated with its trading symbol. Although, it will be removed when we are current in our SEC filings, in the interim period while this “stop sign” is posted by OTC Markets Group, it adversely impacts our ability to raise capital and provide for meaningful trading. We are in the process of filing past-due reports with the SEC and plan to become current in our filing obligations as soon as practicable. Thus, management views this as a short-term issue as of the date of the filing of this set of periodic reports filed on Form 10-K. Additionally, not being listed for trading on an established securities exchange has an adverse effect on the liquidity of our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions, number of market makers and lack of security analysts’ research coverage of the Company. This may result in systemically lower prices for your common stock than might otherwise be obtained if the Company had been listed on the NYSE or ~~NASDAQ~~investment exchanges and could also result in a larger spread between the bid and ask prices that are quoted for our common stock. Historically, our common stock has been thinly traded, and there is no guarantee of the prices at which the shares will trade, or that there will be sufficient volume to allow stockholders to sell their shares without having an adverse effect on market prices. demand;

~~Because~~·changes ~~our~~in ~~common~~supply ~~stock~~from ~~is currently a “penny stock~~production,” itdisinvestment ~~may be difficult to sell shares at times~~ and ~~prices~~scrap; ~~that are acceptable.~~and

~~Our~~·forward ~~common~~sales ~~stock is a “penny stock.” Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk disclosure document prepared~~ by ~~the~~producers ~~SEC. This document provides information about penny stocks and the nature and level of risks involved~~ in ~~investing~~hedging ~~in the penny stock market. A broker must also give a purchaser, orally~~ or insimilar writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement to the purchase. The penny stock rules may make it difficult for you to sell your shares of our common stock. Because of these rules, many brokers choose not to participate in penny stock transactions ~~and there is less trading in penny stocks overall as a result~~. ~~Accordingly, you may not always be able to resell shares of our common stock in ordinary transactions at times and prices that you feel are appropriate.~~

~~The~~Risks ~~sale~~Related ofto our ~~common~~Common ~~stock by existing stockholders may depress the price of our common stock due to the limited trading market that exists.~~ Stock

~~Any~~The ~~sales~~Company’s ofCommon aStock ~~significant~~was ~~amount~~Deregistered ofand ~~common~~Trading ~~stock~~was ~~by existing shareholders may depress the price otherwise causing the price of our common stock may decline~~Halted.

AIn ~~small~~July ~~number~~ of ~~existing~~2020, ~~shareholders~~the ~~own~~Company received notice from the SEC that it was seeking to deregister the Company’s common stock pursuant to Section 12(j), based on the Company’s failure to file periodic reports with the Commission and otherwise provide current information to the market. This failure was based in large part from the need to restate its financial statements and the need to find and engage a ~~significant~~PCAOB ~~portion~~auditor ofwho was willing to conduct and provide the required audits amid the SEC and DOJ’s investigations. Although we were able to secure a qualified auditor, we were not able to make our filings quickly enough and by the time they were completed, the Commission had already sent a notice under Section 12(k). The Commission takes a hardline position in these situations such that once they have instituted deregistration proceedings, the only options available to the Company were to litigate or settle and consent to the deregistration of the Company’s common stock. Historically, ~~which~~registrants ~~could~~have ~~limit~~not ~~your~~been ~~ability~~successful in litigating with the Commission over Section 12(j) matters and therefore the Company determined that the best course of action was to ~~influence~~consent to deregistration of its common stock and then file a new registration statement on Form 10-12G. The Company has signed a settlement agreement with the ~~outcome~~SEC with respect to the registration of ~~any~~its ~~shareholder~~common ~~vote~~stock in response to the Commission’s institution of deregistration proceedings under Section 12(j), and has re-registered the same under Section 12(g) by way of filing our Form 10-12G and the filing has been ordered effective by the SEC on August 4, 2022. Currently the Company is preparing the application to the Over-the-Counter Markets Group (“the OTC”) to trade on their QB tier. Upon the OTC completing their due diligence on the application their and approval of the

A relatively small number of shareholders hold large concentrations of shares and under our certificate of incorporation and Delaware law, the vote of a majority of the shares outstanding is generally required to approve most shareholder actions. As a result, these individuals and entities will be able to influence the outcome of shareholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our certificate of incorporation or proposed mergers or other significant corporate transactions. 20

20application, it will submit a Form 211 to the Financial Industry Regulatory Authority (“FINRA”) for their final review and acceptance of the OTC due diligence process. The Company filed a complete and current Form 10-12G and it meets the informational requirements of the SEC Rule 15c2-11. Upon the FINRA approval, they will issue our trading symbol and the Company will begin trading. Any delay or failure in securing FINRA’s final approval and issuance of our trading symbol would result in our shareholders not having a public market to sell their shares. Further, it would make it more difficult for the Company to obtain the financing it requires.

~~The~~Our ~~Company’s~~common stock ~~price~~is not currently traded, and ~~volume~~there is ~~highly~~no ~~volatile,~~guarantee ~~limited~~that ~~and~~our ~~sporadic~~stock will be tradable or that if it is as to the prices at which the shares may trade.

~~The~~Trading ~~market price~~ of our common stock ~~has~~recently ~~fluctuated~~was ~~historically~~most ~~and~~recently ~~may~~quoted ~~continue~~by toOTC ~~fluctuate~~Markets Group, Inc., under the ticker symbol “SFEG.” Since the Company was not current in its filings with the ~~future~~U. ~~These~~S. ~~fluctuations~~Securities ~~may~~and beExchange ~~exaggerated~~Commission ~~since~~(the “SEC” or “Commission”), the Company it had a “skull and cross bones” associated with its trading ~~volume~~symbol is(the ~~volatile~~symbol used by OTC Markets meaning “Caveat Emptor” or buyer beware) but trading was suspended indefinitely when the SEC approved the Company’s settlement agreement which culminated in the deregistration of its common stock following the proceedings instituted by the Commission under Section 12j. In July 2020 we received notice that on June 25, ~~limited~~2020, ~~and~~the ~~sporadic. These~~Commission ~~fluctuations~~had ~~may~~issued oran ~~may~~order ~~not~~suspending betrading ~~based~~under ~~upon~~Section ~~any~~12(k) ~~business~~of orthe ~~operating~~Securities ~~results~~Exchange Act of 1934, as amended (the “Exchange Act. ~~Our~~”). Thereafter, the Commission commenced administrative proceedings to de-register the Company’s common stock ~~may~~under ~~experience~~Section ~~similar~~12(j) orof ~~even~~the ~~more~~Exchange ~~dramatic~~Act. ~~price~~On ~~and~~December ~~volume~~17, ~~fluctuations~~2020, in the ~~future~~SEC order suspending trading went into effect.

Currently the Company is preparing the application to the OTC to trade on their QB tier. Upon the OTC completing their due diligence on the application and their approval of the application, it will submit a Form 211 to the Financial Industry Regulatory Authority (“FINRA”) for their final review and acceptance of the OTC due diligence process. The Company filed a complete and current Form 10-12G and it meets the informational requirements of the SEC Rule 15c-211. Upon the FINRA approval, they will issue our trading symbol and the Company will begin trading. Any delay or failure in securing FINRA’s final approval and issuance of our trading symbol would result in our shareholders not ~~pay~~having ~~dividends~~a public market to sell their shares. This in turn would negatively affect the Company’s ability to secure the funding required for it to execute on its ~~common~~business ~~stock~~plan, which would negatively affect its operations and could result in a complete loss to investors.

WeAlthough ~~have~~our ~~never~~Form ~~paid~~10-12G ~~any~~became ~~cash~~effective, ~~dividends~~with onall ~~any~~comments ~~shares of our capital stock~~cleared, ~~and~~ we dostill ~~not~~face ~~anticipate~~challenges ~~that we will pay any dividends~~ in ~~the~~receiving ~~foreseeable~~FINRA ~~future.~~approval ~~Our~~and ~~current~~even ~~business~~if ~~plan~~we isare tosuccessful ~~retain any future earnings to finance the expansion of our business. Any future determination to pay cash dividends will be at the discretion of our Board of Directors,~~ and ~~will~~resume ~~be dependent upon our financial condition~~trading, ~~results~~trading ~~of operations, capital requirements and other factors as our board of directors~~ may ~~deem~~still ~~relevant~~be atlimited ~~that~~or ~~time.~~suffer Ifbecause we doare not ~~pay~~listed ~~cash dividends, our stock may be less valuable because a return~~ on ~~your~~an ~~investment~~established ~~will~~securities ~~only occur if our stock price appreciates~~exchange.

~~Outstanding~~Although ~~shares~~management is optimistic that we will receive approval to resume trading and views any delays as a short-term issue as of the date of filing of this Form 10-K, there can be no assurances that we will in fact receive timely approval to resume trading or that we will ever be successful in our efforts to resume trading. Additionally, even if we are ~~eligible~~able to resume trading through the quotations on OTC Markets, not being listed for ~~future~~trading ~~sale~~on ~~could~~an ~~adversely~~established ~~impact~~securities exchange has an adverse effect on the liquidity of our common stock, not only in terms of the number of shares that can be bought and sold at a ~~public~~given ~~trading~~price, but also through delays in the timing of transactions, number of market makers and lack of security analysts’ research coverage of the Company. This may result in systemically lower prices for your common stock than might otherwise be obtained if the Company had been listed on the NYSE or NASDAQ exchanges and could also result in a larger spread between the bid and ask prices that are quoted for our common stock. Historically, our common stock has been thinly traded, and there is no guarantee of the prices at which the shares will trade, or that there will be sufficient volume to allow stockholders to sell their shares without having an adverse effect on market prices.

WeBecause ~~have~~our ~~offered~~common ~~and~~stock ~~sold~~is ~~and~~currently ~~will~~a ~~continue~~“penny ~~to offer and sell shares without registration under the Securities Act~~stock,” ~~through~~it ~~exemptions~~may available under the Securities Act. All such shares are "restricted securities" as defined by Rule 144 ("Rule 144") when issued under available exemptions from registration under the Securities Act, and cannot be ~~resold~~difficult ~~without~~to ~~registration except in reliance on Rule 144 or another applicable exemption from registration. In general, under Rule 144, our non-affiliates (who have not been affiliates within the past 90 days) can~~ sell ~~restricted~~ shares ~~held for~~ at ~~least~~times ~~six~~and ~~months,~~prices ~~subject only to the requirement~~ that weare ~~make current information available publicly as required by Rule 144~~acceptable. Our affiliates can sell restricted securities after they have been held for six months, subject to compliance with manner of sale, volume restrictions, Form 144 filing and current public information requirements.

NoAssuming ~~prediction~~we ~~can~~are besuccessful ~~made~~in ashaving toour ~~the~~stock ~~effect,~~resume iftrading ~~any~~on OTC Markets, ~~that~~our ~~future~~common ~~sales~~stock will likely be considered a “penny stock.” Broker-dealers who sell penny stocks must provide purchasers of ~~restricted~~these ~~shares~~stocks with a standardized risk disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of ~~common~~risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or ~~the~~in ~~availability~~writing, ofbid ~~such~~and ~~common~~offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for ~~sale~~the purchaser, ~~will~~and ~~have~~obtain onthe purchaser’s written agreement to the purchase. Assuming a market ~~price~~maker ofare ~~the~~allowed ~~common~~to ~~stock~~provide ~~prevailing~~bid ~~from~~and ~~time~~offer quotations because we have been successful in securing through our OTC application process and we are able to ~~time~~satisfy FINRA’s requirements, we will continue to be considered a “penny stock.” ~~Sales~~The ofpenny ~~substantial~~stock ~~amounts~~rules may make it difficult for you to sell your shares of ~~such~~our common stock. inBecause ~~the~~of ~~public~~these ~~market~~rules, ormany ~~the~~brokers ~~perception~~choose ~~that~~not ~~such~~to ~~sales~~participate ~~may~~in ~~occur~~penny stock transactions and there is less trading in penny stocks overall as a result. Accordingly, ~~could~~you ~~adversely~~may ~~affect~~not ~~the~~always ~~then~~be ~~prevailing~~able ~~market~~to ~~price~~resell shares of ~~the~~our common stock in ordinary transactions at times and prices that you feel are appropriate.

~~Risk Factors Related to the COVID-10 Pandemic~~21

AnIf ~~occurrence~~we ofare ansuccessful, ~~uncontrollable~~it ~~event such as the COVID-19 pandemic may negatively affect~~ our ~~operations.~~efforts ~~The~~to ~~occurrence~~have ~~of an uncontrollable event such as the COVID-19 pandemic may negatively affect~~ our ~~operations.~~stock Aresume ~~pandemic typically results in social distancing~~trading, ~~travel~~the ~~bans~~sale ~~and~~of ~~quarantine,~~it ~~and~~by ~~this~~existing ~~may~~stockholders ~~limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn,~~ may ~~not~~depress ~~only~~its ~~impact~~price ~~our~~due ~~operations, financial condition and demand for our goods and services but our overall ability~~ to ~~react timely to mitigate~~ the ~~impact~~limited oftrading ~~this~~market ~~event.~~that ~~Also,~~would itlikely ~~may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission~~exist.

~~ITEM~~Any ~~1B.~~sales ~~UNRESOLVED~~of ~~STAFF~~a ~~COMMENTS~~significant amount of common stock by existing shareholders may depress the price otherwise causing the price of our common stock may decline.

~~None~~A small number of existing shareholders own a significant portion of our common stock, which could limit your ability to influence the outcome of any shareholder vote.

~~ITEM~~A 2relatively small number of shareholders hold large concentrations of shares and under our certificate of incorporation and Delaware law, the vote of a majority of the shares outstanding is generally required to approve most shareholder actions. ~~PROPERTIES~~ As a result, these individuals and entities will be able to influence the outcome of shareholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our certificate of incorporation or proposed mergers or other significant corporate transactions.

~~Patented~~If ~~Mining~~the ~~Claims~~Company is successful in its efforts to have its common stock resume trading, the Company’s stock price and volume is likely to be highly volatile, limited and sporadic.

WeThe ~~hold~~market ~~eight~~price ~~(8)~~of ~~patented~~our ~~claims~~common ~~related~~stock tofluctuated ~~the~~historically ~~Jim Crow Imperial Mine~~ and ~~the~~if ~~one (1) for~~ the ~~Billali~~Company ~~Mine,~~is ~~all~~successful ofin ~~which~~its ~~are~~efforts ~~held~~to byhave ~~our~~it ~~wholly~~resume ~~owned~~trading ~~subsidiary,~~is ~~Minerals~~likely ~~Acquisitions,~~to ~~LLC~~continue ~~together~~to ~~with~~fluctuate ~~thirteen~~in ~~(13) for~~ the ~~Alhambra~~future. ~~Mine~~These ~~held~~fluctuations bymay ~~our~~be ~~wholly~~exaggerated ~~owned~~since ~~subsidiary, Bullard’s Peak Corporation. Patented mining claims, such as~~ the ~~ones~~trading ~~located~~volume inwould ~~our~~likely ~~Jim~~be ~~Crow~~volatile, ~~Imperial Mine~~limited, ~~our Billali Mine~~ and ~~our~~sporadic. ~~Alhambra~~These ~~Mine,~~fluctuations ~~are~~may ~~mining~~or ~~claims~~may onnot ~~federal~~be ~~lands~~based ~~that~~upon ~~are~~any ~~held~~business inor ~~fee~~operating ~~simple~~results. byOur ~~the~~common ~~owner.~~stock Nomay ~~maintenance~~experience ~~fees~~similar or ~~royalties~~even ~~are~~more ~~payable~~dramatic toprice ~~the~~and ~~BLM;~~volume ~~however,~~fluctuations ~~payments~~in ~~and~~the ~~royalties~~future, ~~with~~if ~~third~~our ~~parties~~efforts are ~~applicable~~successful onand ~~some~~its oftrading ~~these claims~~resumes.

~~Unpatented~~The ~~Mining~~Company ~~Claims: The~~will ~~Mining~~not ~~Law~~pay ofdividends ~~1872~~on its common stock.

~~Except~~We ~~for~~have ~~the~~never ~~eight~~paid ~~(8)~~any ~~patented~~cash ~~claims~~dividends ~~held~~on ~~for~~any ~~the~~shares ~~Jim~~of ~~Crow~~our ~~Imperial~~capital ~~Mine~~stock, ~~two~~and ~~(2)~~we ~~are~~do ~~unpatented~~not ~~and~~anticipate ~~the~~that ~~one~~we ~~(1)~~will ~~patented~~pay ~~claim~~any ~~for~~dividends in the ~~Billali~~foreseeable ~~Mine,~~future. ~~held~~Our bycurrent ~~our~~business ~~wholly~~plan ~~owned~~is ~~subsidiary,~~to ~~Minerals~~retain ~~Acquisitions,~~any ~~LLC;~~future ~~and~~earnings to finance the ~~thirteen~~expansion ~~(13)~~of ~~patented~~our ~~claims,~~business. ~~eighty~~Any ~~nine~~future ~~(89)~~determination to pay cash dividends will be at the discretion of our ~~claims~~Board ~~for~~of ~~the~~Directors, ~~Alhambra~~and ~~Mine~~will ~~held~~be bydependent upon our ~~wholly~~financial ~~owned subsidiary~~condition, ~~Bullard’s~~results ~~Peak~~of ~~Corporation~~operations, ~~are~~capital ~~considered~~requirements ~~“unpatented~~and other factors as our board of directors may deem relevant at that time.” ~~Thus~~If we do not pay cash dividends, our ~~mining~~stock ~~rights~~may ~~consist~~be ofless ~~agreements~~valuable ~~covering~~because ~~“patented”~~a ~~and~~return ~~"unpatented"~~on ~~mining~~your ~~claims~~investment ~~created~~will only occur if our stock price appreciates. This may never happen and investors may lose all of their investment in our company.

21If trading in our common stock is allowed to resume, any outstanding shares that are eligible for future sale could adversely impact a public trading market for our common stock.

~~maintained~~We inhave ~~accordance~~offered ~~with~~and ~~the~~sold ~~U.S.~~and ~~General~~will ~~Mining~~continue ~~Law~~to ofoffer ~~1872,~~and orsell shares without registration under the ~~“General~~Securities ~~Mining~~Act, ~~Law.”~~through ~~Unpatented~~exemptions ~~mining~~available ~~claims~~under ~~are~~the ~~unique~~Securities UAct.S. ~~property~~All ~~interests~~such ~~and~~shares are ~~generally~~"restricted ~~considered~~securities" toas bedefined ~~subject~~by toRule ~~greater~~144 ~~title~~("Rule ~~risk~~144") ~~than~~when ~~other~~issued ~~real~~under ~~property~~available ~~interests~~exemptions ~~because~~from ~~the~~registration ~~validity~~under ofthe ~~unpatented~~Securities ~~mining~~Act, ~~claims~~and iscannot ~~often~~be ~~uncertain.~~resold ~~The~~without ~~validity~~registration ofexcept anin ~~unpatented~~reliance ~~mining~~on ~~claim,~~Rule in144 ~~terms~~or ofanother ~~both~~applicable ~~its~~exemption ~~location~~from ~~and~~registration. ~~its~~In ~~maintenance~~general, isunder ~~dependent~~Rule on144, ~~strict~~our ~~compliance~~non-affiliates ~~with~~(who ahave ~~complex~~not ~~body~~been ofaffiliates ~~federal~~within ~~and~~the ~~state~~past ~~statutory~~90 ~~and~~days) ~~decisional~~can ~~law~~sell ~~that~~restricted ~~supplement~~shares ~~the~~held ~~General~~for ~~Mining~~at ~~Law.~~least ~~Also~~six months, ~~unpatented~~subject ~~mining~~only ~~claims~~to ~~and~~the ~~related~~requirement ~~rights,~~that ~~including~~we ~~rights~~make tocurrent ~~use~~information ~~the~~available ~~surface~~publicly as required by Rule 144. However, ~~are~~since ~~subject~~being toderegistered, ~~possible~~some ~~challenges~~broker-dealers bymay ~~third~~require ~~parties~~a orone ~~contests~~year byholding ~~the~~period ~~federal~~out ~~government.~~of Inan ~~addition,~~abundance ~~there~~of ~~are~~caution ~~few~~if ~~public~~they ~~records~~take ~~that~~the ~~definitively~~position ~~control~~that the ~~issues~~Company ofcould ~~validity~~have ~~and~~been ~~ownership~~a ofshell ~~unpatented~~at ~~mining~~some ~~claims~~point. WeShareholders ~~have~~including ~~not~~our ~~filed~~affiliates acould ~~patent~~sell ~~application~~restricted ~~for~~securities ~~any~~after ofthey ~~our~~have ~~unpatented~~been ~~mining~~held ~~claims~~for ~~that~~six ~~are~~months ~~located~~if onbroker-dealers ~~federal~~are ~~public~~willing ~~lands~~to inaccept that the ~~United~~Company ~~States~~has ~~and,~~never ~~under~~been ~~possible~~a ~~future~~shell, ~~legislation~~subject to ~~change~~compliance ~~the~~with ~~General~~manner ~~Mining~~of ~~Law~~sale, ~~patents~~volume ~~may~~restrictions, beForm ~~difficult~~144 tofiling ~~obtain~~and current public information requirements.

~~Our~~No ~~exploration,~~prediction ~~development~~can ~~and~~be ~~mining~~made ~~rights~~as ~~relate~~ to ~~patented and unpatented mining claims covering federal and State lands in~~ the ~~State~~effect, ofif ~~New Mexico. Location of mining claims under the General Mining Law~~any, ~~is a self-initiation system under which a person physically stakes an unpatented mining claim on public land~~ that isfuture ~~open~~sales toof ~~location,~~restricted ~~posts~~shares ~~a location notice and monuments the boundaries~~ of ~~the~~common ~~claim in compliance with federal laws and regulations and with state location laws~~stock, ~~and~~or ~~files notice of that location in~~ the ~~county~~availability ~~records and with the Bureau~~ of ~~Land~~such ~~Management~~common ~~(“BLM”).~~stock ~~Mining~~for ~~claims~~sale, ~~can~~would behave ~~located~~ on ~~land as to which~~ the ~~surface~~market ~~was~~price ~~patented into private ownership under the Stock raising Homestead Act~~ of ~~1916, 43 U.S.C. §299, but~~ the ~~mining~~common ~~claimant~~stock ~~cannot~~prevailing ~~injure,~~from ~~damage~~time ~~or destroy the surface owner's permanent improvements and must pay for damage~~ to ~~crops caused by prospecting. Discovery of a valuable mineral deposit~~time, asassuming ~~defined under federal law, is essential to~~ the ~~validity~~resumption of ~~an unpatented mining claim and is required on each mining claim individually~~trading. ~~The~~Sales ~~location~~of issubstantial ~~made~~amounts asof asuch ~~lode~~common ~~claim~~stock ~~for~~in ~~mineral~~the ~~deposits~~public ~~found as veins or rock in place~~market, or ~~as a placer claim for other deposits. While~~ the ~~maximum~~perception ~~size~~that ~~and~~such ~~shape~~sales ofmay ~~lode claims and placer claims are established by statute~~occur, ~~there~~could ~~are~~adversely noaffect ~~limits on~~ the ~~number~~then ofprevailing ~~claims~~market ~~one~~price ~~person may locate or own. The General Mining Law also contains provision for acquiring five-acre claims~~ of ~~non-mineral~~the ~~land~~common ~~for mill site purposes~~stock. ~~A mining operation typically is comprised of many mining claims.~~

~~The~~Risk ~~holder~~Factors ofRelated ~~a valid unpatented mining claim has possessory title~~ to the ~~land~~COVID-19 ~~covered thereby, which gives the claimant exclusive possession of the surface for mining purposes and the right to mine and remove minerals from the claim~~Pandemic. Legal title to land encompassed by an unpatented mining claim remains in the United States, and the government can contest the validity of a mining claim. The General Mining Law requires the performance of annual assessment work for each claim, and subsequent to enactment of the Federal Land Policy and Management Act of 1976, 43 U.S.C. §1201 et seq., mining claims are invalidated if evidence of assessment work is not timely filed with BLM. However, in 1993 Congress enacted a provision requiring payment of a small claim maintenance fee in lieu of performing assessment work, subject to an exception for small miners having less than 10 claims. No royalty is paid to the United States with respect to minerals mined and sold from a mining claim The General Mining Law provides a procedure for a qualified claimant to obtain a mineral patent (i.e., fee simple title to the mining claim) under certain conditions. It has become much more difficult in recent years to obtain a patent. Beginning in 1994, Congress imposed a funding moratorium on the processing of mineral patent applications which had not reached a designated stage in the patent process at the time the moratorium went into effect. Additionally, Congress has considered several bills in recent years to repeal the General Mining Law or to amend it to provide for the payment of royalties to the United States and to eliminate or substantially limit the patent provisions of the law.

~~Mining~~An ~~claims~~occurrence ~~are~~of ~~conveyed~~an byuncontrollable ~~deed~~event orsuch ~~leased~~as by the ~~claimant~~COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to ~~the~~our ~~party~~facilities, ~~seeking~~customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our product but our overall ability to ~~develop~~react timely to mitigate the ~~property~~impact of this event. ~~Such~~Our amine ~~deed~~manager orand ~~lease~~two ~~(or~~employee ~~memorandum~~miners ofcontracted itCOVID-19 ~~needs~~and toour beoperations ~~recorded~~were negatively affected in the ~~real~~form ~~property~~of ~~records~~delays ofin the ~~county~~execution ~~where~~of ~~the~~our ~~property~~business isplan. ~~located~~Although, ~~and~~it ~~evidence~~appears ofthat ~~such~~the ~~transfer~~Company ~~needs~~will not continue to beexperience ~~filed~~issues ~~with~~due ~~BLM~~to COVID-19, assuming that the vaccines on the market prove successful, of which there can be no assurance. It is ~~not~~possible ~~unusual~~that ~~for~~new variants of the ~~grantor~~COVID orvirus ~~lessor~~may todevelop ~~reserve~~and athat ~~royalty,~~they ~~which~~may ashave tothe ~~precious~~same ~~metals~~or ~~often~~worse isimpact ~~expressed~~on asour afuture ~~percentage~~operations ofand ~~net~~in ~~smelter~~our ~~returns~~markets as was experienced with COVID-19.

~~Overview~~Because we may issue additional shares of ~~Mining~~our ~~Properties~~common ~~Locations~~ stock, investment in our company could be subject to substantial dilution.

~~Steeple~~Investors’ ~~Rock~~interests ~~District~~in our Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 550,000,000 ~~Grant~~shares ~~County~~of ~~New~~common ~~Mexico~~stock, –$0.002 par value per share. As of June 30, 2022 and 2021 there were 441,308,551 and 433,018,551, shares ~~Project~~of ~~Description~~our common stock issued and outstanding, respectively. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what investors pay for their stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our Company’s common stock could seriously decline in value.

~~Properties~~Our -prior ~~The~~trading ~~Jim~~in ~~Crow,~~our ~~Imperial~~common ~~and~~stock ~~Billali~~on ~~Mines~~the OTC Pink Exchange has been subject to wide fluctuations.

~~Santa~~Our ~~Fe’s~~common ~~properties~~stock ~~consist~~was quoted for public trading on OTC Markets prior to Commission order suspending trading that went into effect on December 17, 2020. Historically, the trading price of our common stock has been subject to wide fluctuations. Assuming trading resumes, of which there can be no assurance, the ~~Jim~~trading ~~Crow~~prices ~~group~~of our common stock may fluctuate in response to a number of ~~patented~~factors, many of which will be beyond our control. The stock market has generally experienced extreme price and ~~unpatented~~volume ~~claims~~fluctuations inthat have often been unrelated or disproportionate to the ~~southern~~operating ~~part~~performance of ~~the~~companies ~~district~~with limited business operations. There can be no assurance that trading prices and ~~the~~price ~~Billali~~earnings ~~patented~~ratios ~~claim~~previously inexperienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the ~~northern~~market price of our common stock, regardless of our operating performance. ~~The~~In ~~Jim~~the ~~Crow~~past, ~~group~~following isperiods ~~made~~of upvolatility in the market price of 7a ~~patented~~company’s ~~and~~securities, 2securities ~~unpatented~~class-action ~~mining~~litigation ~~claims~~has often been instituted. ~~The~~Such ~~Billali~~litigation, ~~consists~~if instituted, could result in substantial costs for us and a diversion of ~~one~~management’s ~~patented~~attention ~~mining~~and ~~claim~~resources.

~~Patented~~Delaware ~~Lode~~law ~~Claims~~our Certificate of Incorporation and our by-laws provide for the indemnification of our officers and directors at our expense, and correspondingly limits their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

	Name	MS No.
1	Imperial Lode	MS 1012 A
2	Jim Crow Lode	MS 1012 B
3	Gold King Lode	MS 1012 C
4	Portal Lode	MS 1012 D
5	Gold Bug Lode	MS 1012 E
6	Red Prince Lode	MS 1012 F
7	Three Brothers Lode	MS 1012 G
8	Contention Lode	MS 1012 H

Our Certificate of Incorporation and By-Laws include provisions that eliminate the personal liability of our directors for monetary damages to the fullest extent possible under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability of our directors and our shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director's liabilities under the federal securities laws or the recovery of damages by third parties.

23FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

~~Unpatented~~In ~~Lode~~addition ~~Claims~~ to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

	Name	BLM Serial Number
1	Papoose No 1 Lode	Leslie Billingsley – claimant
1	Papoose No 2 Lode	Leslie Billingsley – claimant

Trading was suspended on our common stock following the deregistration of our common stock in accordance with our settlement with the SEC.

~~Location~~Trading in our common stock was suspended after the SEC commenced Administrative Proceedings under 12k of the Exchange Act. The Commission then commenced proceedings under 12j of the Exchange Act to deregister our common stock because we had not posted current information by filing the required Periodic Reports on Forms 10-K and ~~Access~~10-Q. We had not made these filings because of the need to restate our financial statements following the misappropriation of funds by our former CEO, Thomas Laws. However, notwithstanding these mitigating circumstances, the failure to file the required reports is a matter of strict liability and has resulted in the deregistration of our common stock, which became effective on December 17, 2020 following execution of our settlement agreement with the Commission. We may not be able unable to satisfy FINRA’s requirements in a timely manner or at all, market makers will not post bids or offers for our common stock.

~~The~~On ~~Steeple~~September ~~Rock~~28, ~~mining~~2021, ~~district in~~ the ~~western~~SEC ~~part~~compliance date of ~~Grant~~their ~~County~~amended ~~New~~Rule ~~Mexico.~~15c2-11and ~~The~~the ~~district~~amended ~~lies~~FINRA ~~approximately~~rule 456432 ~~miles~~went ~~east~~into ofeffect. ~~the~~The ~~town~~amended ofRule ~~Safford,~~15c2-11 ~~Arizona~~allows ~~and~~a ~~approximately~~qualified 10IDOS ~~miles northeast of Duncan~~(i.e., ~~Arizona.~~the ~~The~~OTC ~~district~~Markets) isto ~~reached~~comply bywith ~~well-maintained~~the ~~county~~information ~~roads~~review ~~from~~requirements, ~~Duncan.~~to

2423

~~District~~publish ~~Historical~~an affirmative determination that it has conducted such review, and ~~Prior~~for ~~Operations~~the broker-dealer to rely on the OTC markets determination without conducting an independent review. As long as the OTC Markets makes it known to the public that it has completed a review, a broker-dealer can quote or resume quoting the securities and be in compliance with Rule 15c2-11. The amended Rule 6432 requires that (i) a qualified inter-dealer quotation system (Qualified IDOS) (i.e. OTC Markets) submit a modified Form 211 filing to FINRA in connection with each initial information review that it conducts; (ii) a Qualified IDOS ( OTC Markets) that makes a certain publicly available determination under Rule 15c2-11 submit a daily security file to FINRA containing applicable summary information for all securities quoted on its system, and (iii) other changes to the FINRA Rule 6432 and the form 211 to further clarify the operation of the rule and conform it to the amended Rule 15c2-11.

The ~~Steeple~~Company ~~Rock~~has ~~district~~registered ~~was~~its ~~discovered~~common instock ~~1860’s~~with ~~and~~the ~~was~~SEC inon ~~production~~Form ~~until the so~~10-~~called~~12G ~~“silver~~and ~~panic”~~the offiling ~~1893. Since 1893, there~~ has been ~~little~~declared ~~activity. We~~effective ~~believe~~by ~~that~~ the ~~Steeple~~SEC ~~Rock~~on ~~district~~August ~~was~~4, ~~reopened~~2022, atresulting ~~different times~~ in the ~~1950’s,~~Company ~~1960’s~~becoming ~~and~~an ~~the~~Exchange ~~1970’s,~~Act ~~but~~reporting nocompany ~~sustained development or production is believed to have occurred. There has been some trenching and surface geochem work done~~ at ~~various~~that ~~times~~time. ~~During~~The ~~the~~information ~~time~~contained ofin ~~elevated~~its ~~precious~~Form ~~metal~~10-12G ~~prices~~filing ~~after~~was ~~1980~~complete ~~there~~and ~~was~~current ~~considerable~~information, ~~activity~~and ~~including~~as a ~~project~~result, at the ~~Imperial-Jim~~effective ~~Crow~~filing bycontains ~~Queenstake Resources in~~ the ~~early~~current ~~1980’s~~information ~~and~~that ~~work~~meets ~~by ASARCO also in~~ the ~~1980’s.~~requirements ~~The~~of ~~Billali~~Rule ~~was explored by Biron Bay Resources in 1990~~15c2-~~1993 and again in 2013-2014 by Shooting Star Mining Co~~11. ~~In 2010 the Summit mine was successfully developed and operated but closed in 2013.~~

~~Title~~Until we are able to have our Form 211 approved by FINRA and ~~Ownership~~a trading symbol issued by FINRA, of which there can be no assurance, it may be difficult for the ~~Billali~~Company ~~and~~to ~~Jim~~secure ~~Crow~~the ~~and~~financing ~~Imperial~~it ~~Mines~~requires ~~Project~~to implement its current business plan.

The ~~Company~~filing ~~determined~~of ~~the~~our ~~Agreement~~Registration ~~with~~Statement ~~the~~on ~~sellers~~Form of10-12G ~~the~~should ~~properties~~allow isus ato ~~lease~~receive atFINRA ~~its~~approval ~~inception~~more ~~and~~quickly ~~provides~~than ~~for~~we ~~grant~~would ofhave ~~use.~~if ~~The~~we ~~Company~~had ~~has~~not ~~the~~been ~~right~~an toExchange ~~cancel~~Act ~~the~~reporting ~~Agreement~~company, atthere ~~any~~is ~~time.~~no ~~The~~way ~~Company~~to ~~considers~~determine the ~~properties~~length toof betime ~~exploration properties.~~it ~~The~~may ~~Agreement~~take ~~gives~~to ~~the~~receive ~~Company~~final ~~surface,~~approval ~~mining,~~or ~~and~~if ~~access~~we ~~rights.~~will ~~These~~receive ~~are~~approval ~~subject~~at ~~only~~all. toAny ~~any~~delays ~~limitations~~in ~~imposed~~our byability ~~federal,~~to ~~state~~secure ~~and~~approval ~~local~~for ~~regulations,~~ the ~~free,~~filing ~~unrestricted~~of ~~and~~our ~~uninterrupted~~Form ~~right~~211 oft ~~access,~~by ~~ingress~~FINRA and ~~egress~~by to the ~~Billali,~~OTC ~~Jim~~will ~~Crow~~delay ~~and~~market ~~Imperial~~makers ~~Mines~~from ~~over~~posting ~~existing~~bids ~~roads or alternate routes approved by Seller~~ and ~~the~~offers ~~right~~for toour ~~enter~~common ~~upon~~stock and ~~occupy~~this ~~the~~in ~~Billali~~turn, ~~Jim~~may ~~Crow~~make ~~and~~it ~~Imperial~~more ~~Mines~~difficult for ~~all~~the ~~purposes~~Company ~~reasonably incident~~ to ~~exploring~~find ~~for,~~investors ~~developing,~~and ~~mining~~the ~~(by~~capital ~~underground~~required ~~mining,~~for ~~surface~~it ~~mining,~~to ~~strip~~implement ~~mining~~its orbusiness ~~any~~plan. ~~other~~The ~~surface~~lack orof ~~subsurface~~an ~~method,~~active ~~including~~market ~~any~~or ~~method~~even ~~later~~posted ~~developed),~~bids ~~extracting,~~and ~~milling,~~offers ~~smelting,~~severely ~~refining,~~limits ~~stockpiling,~~our ~~storing,~~shareholders ~~processing, removing~~ and ~~marketing~~prospective ~~there~~shareholders from ~~all~~availing ~~ores,~~themselves ~~metals,~~of ~~minerals,~~an ~~mineral~~exit ~~products~~in ~~(including~~the ~~intermediate~~event ~~products)~~that ~~and~~they ~~materials~~need ~~of every nature~~ or ~~sort,~~want ~~and the right~~ to ~~place,~~sell ~~construct,~~their ~~maintain,~~shares. ~~use~~As ~~and~~a ~~thereafter remove such structures~~result, ~~facilities,~~many ~~equipment,~~prospective ~~roadways,~~investors ~~haulage ways, utility lines, reservoirs and water courses, and other improvements as~~ may be ~~necessary,~~reluctant ~~useful~~to orinvest ~~convenient~~in ~~for~~our ~~the~~common ~~full~~stock ~~enjoyment~~unless ofwe ~~all~~are ofable ~~the~~to ~~rights~~have ~~granted~~market ~~under~~makers ~~this~~resume ~~Agreement.~~posting ~~Buyer~~bids ~~shall~~and ~~have~~offers. ~~sole~~Until ~~and~~the ~~exclusive~~listing ~~custody,~~is ~~possession~~complete, ~~ownership~~with ~~and~~FINRA’s ~~control~~approval, ofthe ~~all~~Company ~~ore,~~may ~~rock,~~have ~~drill~~difficulty ~~core~~in ~~and~~finding ~~other~~investors ~~mineral~~that ~~substances~~are ~~extracted~~willing orto ~~removed~~purchase ~~from~~shares. Even ~~the~~if ~~Billali,~~investors ~~and~~are ~~Jim~~willing ~~Crow~~to ~~and~~purchase ~~Imperial~~shares, ~~Mines~~they ~~and~~ may ~~sell~~not orbe ~~otherwise~~willing ~~dispose thereof. The right~~ to ~~use~~purchase ~~any~~unless ofshares ~~Seller’s water rights, which rights~~ are ~~hereby~~offered ~~assigned,~~at ~~on,~~substantially ~~about,~~lower ~~under~~prices. orAny ~~appurtenant~~of to the ~~Billali~~forgoing ~~and~~impediments ~~Jim Crow~~ to ~~facilitate~~our ~~the~~ability ~~exploration,~~to ~~mining~~sell ~~and~~shares ~~processing~~at ~~rights~~what ~~granted~~we inbelieve ~~this~~are ~~Agreement.~~reasonable ~~Until~~prices ~~the~~or ~~total~~at ~~price~~all, ~~under~~would ~~the~~have ~~Agreement~~a isnegative ~~paid,~~impact ~~title~~ on ~~all~~the ~~owned~~Company ~~properties~~ and ~~unpatented~~its ~~property remain in the name of the seller under the Agreement~~operations.

25ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Mineralization~~There ~~and~~are ~~Geology~~no unresolved SEC Staff comments.

~~The~~ITEM Steeple Rock district is classified as a high level, epithermal gold and silver bearing quartz vein system hosted principally in andesite lava flow rock which comprises the lower part of the Tertiary volcanic section in the region2. Other rocks exposed within the district are Precambrian igneous and metamorphic rocks, Paleozoic sedimentary rocks, and Mesozoic igneous and sedimentary rocks. The veins trend northwesterly and northerly. Most of the historic production has been from the northwest trending set of veins. Veins within the district are numerous and only a few of them have undergone systematic development.PROPERTIES

~~The~~Mining ore in the Steeple Rock district appears to be controlled by rock lithology, with the host rock being a coarse-grained quartz diorite. Vein boundaries are sharp and the vein filings are generally recognizable visually. Mineralization in the Steeple Rock mining district consists of numerous narrow carbonate veins containing varying amounts of cobalt and nickel, silver, uranium, and arsenic. This is a geologic type of mineral deposit generally called “five element veins.” Claims

~~Description~~Patented ofMining ~~the Jim Crow and Imperial Mines~~Claims

~~The~~We hold seven (7) patented claims related to the Jim Crow ~~group~~Imperial ~~covers~~Mine ~~approximately~~and 4the one (1) for the Billali Mine,~~000~~ ~~feet~~all ~~strike~~of ~~length~~which onare ~~the~~held ~~north~~by ~~trending~~our ~~Imperial~~wholly ~~vein~~owned ~~and~~subsidiary, ~~approximately~~Minerals 2Acquisitions,~~600~~ ~~feet~~LLC, ~~strike~~together ~~length~~with ofthirteen (13) for the ~~northwest~~Alhambra ~~trending~~Mine ~~Jim~~held ~~Crow~~by ~~vein~~our ~~system.~~wholly ~~The~~owned ~~Imperial~~subsidiary, ~~mine~~Bullard’s ~~occupies~~Peak ~~the~~Corporation. Patented ~~southernmost~~mining 1claims,~~000~~ ~~feet~~such ofas the ones located in our Jim Crow Imperial ~~vein~~Mine, atour ~~which~~Billali ~~point~~Mine ~~the~~and ~~Jim~~our ~~Crow~~Alhambra ~~system~~Mine, ~~branches~~are tomining ~~the~~claims ~~northwest.~~on ~~The~~federal ~~north~~lands ~~trending~~that ~~Imperial~~are ~~continues~~held ~~another~~in ~~3,050~~fee tosimple by the ~~property~~owner. ~~end~~No ~~line. The~~maintenance ~~Jim~~fees ~~Crow~~or ~~trend~~royalties ~~consists~~are ofpayable ~~three,~~to ~~possibly~~the ~~more~~BLM; however, ~~sub-parallel~~payments ~~veins~~and ~~converging~~royalties towith ~~the~~third ~~northwest~~parties are applicable on some of these claims.

~~The~~Unpatented ~~Jim~~Mining ~~Crow~~Claims: ~~mine is well equipped and in good working order. It is served by a 320 feet deep inclined shaft with a well-designed steel headframe.~~ The ~~hoist~~Mining isLaw ~~equipped with up to date safety devices. The shaft is capable~~ of lifting 30 tons per hour and can handle both ore and waste at the same time. The mine has three levels, 50 feet, 200 feet and 300 feet, all with air, water and ventilation services installed. Broken muck is moved to the shaft by scrapers on the 50 and 200 levels and by 2 feet gauge rail on the 300 level.1872

~~The~~Thus, ~~location~~our mining rights consist of ~~the~~agreements ~~Jim~~covering ~~Crow~~“patented” ~~mine~~and is"unpatented" ~~highly~~mining ~~advantageous~~claims created and maintained in ~~that~~accordance with the ~~unexplored~~U.S. ~~and~~General ~~undeveloped~~Mining ~~segments~~Law of 1872, or the ~~Imperial~~“General Mining Law.” Unpatented mining claims are unique U.S. property interests and ~~Jim~~are ~~Crow~~generally ~~veins~~considered ~~can~~to be ~~easily~~subject ~~accessed~~to ~~from~~greater title risk than other real property interests because the ~~mine~~validity of unpatented mining claims is often uncertain. The ~~lower~~validity ~~300~~of ~~-foot~~an ~~level~~unpatented ~~can~~mining beclaim, ~~extended~~in toterms ~~the~~of ~~south~~both toits ~~explore~~location and ~~develop~~its ~~the~~maintenance, ~~Imperial~~is ~~vein~~dependent ~~below~~on itstrict ~~lowermost~~compliance ~~200-foot~~with ~~level~~a incomplex ~~the~~body ~~area~~of ~~intercepted~~federal byand state statutory and decisional law that supplement the ~~encouraging~~General ~~drill~~Mining ~~holes~~Law. ItAlso, ~~can~~unpatented ~~also~~mining beclaims ~~extended~~and related rights, including rights to use the ~~northwest~~surface, are subject to ~~explore~~possible ~~the~~challenges ~~northwest~~by ~~extension~~third ofparties or contests by the ~~Jim~~federal ~~Crow~~government. ~~vein~~In ~~and~~addition, ~~its~~there ~~parallel~~are ~~“wall”~~few ~~veins~~public ~~and~~records that definitively control the ~~area~~issues ~~where~~of ~~these~~validity ~~veins~~and ~~“intersect”~~ownership of unpatented mining claims. ~~The~~We ~~unexplored~~have ~~north~~not ~~trending~~filed ~~segment~~a patent application for any of our unpatented mining claims that are located on federal public lands in the ~~Imperial~~United ~~vein~~States ~~could~~and, ~~also~~under bepossible ~~readily~~future ~~accessed~~legislation ~~from~~to change the ~~Jim~~General ~~Crow~~Mining ~~Mine~~Law, patents may be difficult to obtain.

~~Description~~Our exploration, development and mining rights relate to patented and unpatented mining claims covering federal and State lands in the State of New Mexico. Location of mining claims under the ~~Billali~~General ~~Mine~~Mining Law, is a self-initiation system under which a person physically stakes an unpatented mining claim on public land that is open to location, posts a location notice and monuments the

~~The Billali property consists of one patented mining claim. It covers 1,200 feet of vein length and is situated approximately 3,000 feet northwest of the Summit mine.~~24

~~The~~boundaries ~~principal~~of ~~working~~the onclaim ~~the~~in ~~Billali~~compliance iswith afederal ~~12’~~laws ~~x12’~~and ~~decline~~regulations ~~driven~~and atwith ~~grade~~state location laws, and files notice of ~~-20%~~that ~~for~~location ~~approximately~~in ~~1120~~the ~~feet~~county records and with the Bureau of Land Management (“BLM”). ~~The~~ ~~decline~~Mining ~~was~~claims ~~started~~can be located on land as to which the ~~northeast~~surface ~~flank~~was ofpatented into private ownership under the ~~vein~~Stock ~~zone,~~Raising ~~driven~~Homestead ~~across~~Act itof ~~for~~1916, ~~approximately~~43 ~~260~~U.S.C. ~~feet~~§299, ~~and~~but ~~then~~the ~~turned~~mining ~~southeast~~claimant ~~and~~cannot ~~continued~~injure, ~~straight~~damage ~~along~~or destroy the ~~zone~~surface owner's permanent improvements and must pay for ~~another~~damage ~~approximately~~to ~~580~~crops ~~feet~~caused by prospecting. ~~The~~Discovery ~~present~~of ~~water~~a ~~level~~valuable mineral deposit, as defined under federal law, is atessential ~~approximately~~to ~~800’~~the validity of an unpatented mining claim and is required on each mining claim individually. ~~From~~ ~~that~~The ~~point~~location itis ~~extended~~made inas ana ~~irregular~~lode ~~manner~~claim for ~~another~~mineral ~~650~~deposits ~~feet~~found toas ~~its~~veins ~~present~~or ~~head~~rock ~~approximately~~in place, ~~260~~or ~~feet~~as ~~vertically~~a ~~below~~placer ~~the~~claim ~~portal~~for other deposits. AWhile ~~lateral~~the ~~level~~maximum ~~was~~size ~~driven~~and ~~300~~shape ~~feet~~of ~~northeast~~lode ~~across~~claims ~~the~~and ~~vein~~placer ~~zone~~claims ~~from~~are established by statute, there are no limits on the ~~bottom~~number of ~~the~~claims ~~decline~~one person may locate or own. The ~~first~~General ~~856~~Mining ~~feet~~Law ofalso ~~the~~contains ~~decline~~a isprovision ~~set~~for upacquiring five-acre claims of non-mineral land for ~~rail~~mill ~~haulage~~site ~~using~~purposes. aA ~~winch~~mining ~~stationed~~operation ontypically ~~the~~is ~~surface.~~comprised of many mining claims.

The ~~Billali~~holder ~~occupies~~of a valid unpatented mining claim has possessory title to the ~~northwest~~land ~~extension~~covered thereby, which gives the claimant exclusive possession of the ~~Summit~~surface ~~vein.~~for Inmining purposes and the ~~1990-1992~~right ~~time~~to ~~period~~mine ~~Byron~~and ~~Bay~~remove ~~Resources,~~minerals afrom ~~Canadian~~the ~~mining~~claim. ~~company,~~Legal ~~conducted~~title to land encompassed by an ~~extensive~~unpatented ~~exploration~~mining ~~program~~claim onremains in the ~~Summit~~United ~~vein~~States, ~~including~~and the ~~Billali~~government ~~mine~~can contest the validity of a mining claim. ~~Data~~The inGeneral Mining Law requires the ~~mine~~performance ~~owner’s~~of ~~archives~~annual ~~are~~assessment ~~poorly~~work ~~documented~~for each claim, and ~~drill~~subsequent ~~hole~~to ~~collars~~enactment of the Federal Land Policy and Management Act of 1976, 43 U.S.C. §1201 et seq., mining claims are invalidated if evidence of assessment work is not ~~definitely~~timely ~~located~~filed with the BLM. ~~Diamond~~However, ~~drilling~~in ~~was~~1993 ~~done~~Congress onenacted ~~the~~a ~~Billali~~provision requiring payment of a small claim maintenance fee in ~~1990,~~lieu ~~1991~~of ~~and~~performing ~~1992.~~assessment ~~Partial~~work, ~~data~~subject isto ~~available~~an exception for ~~twenty~~small ofminers ~~these~~having ~~drill~~less ~~holes~~than 10 claims. ~~Byron~~No ~~Bay~~royalty ~~Resources~~is ~~company~~paid ~~reports~~to ~~dated~~the ~~1990~~United States with respect to minerals mined and ~~1991~~sold ~~describe~~from a ~~vein~~mining ~~zone~~claim. ~~approximately~~The ~~350~~General ~~feet~~Mining ~~wide~~Law ~~with~~provides ~~discontinuously~~a ~~mineralized~~procedure ~~footwall~~for ~~and~~a ~~hanging~~qualified ~~wall~~claimant ~~quartz~~to ~~veins~~obtain a mineral patent (i.e., ~~ranging~~fee ~~from~~simple 3title to 15the ~~feet~~mining ~~true~~claim) ~~width~~under certain conditions. ~~Biron~~It ~~Bay~~has ~~Resources,~~become much more difficult in arecent ~~report~~years ~~dated~~to 25obtain ~~Nov~~a ~~1991~~patent. ~~cite~~Beginning ~~vein~~in ~~intercepts~~1994, ~~for~~Congress ~~drill~~imposed ~~hole~~a ~~B-91-15~~funding ~~with~~moratorium ~~interval~~on the processing of 5’mineral ~~(core~~patent ~~length)~~applications ofwhich had not reached a designated stage in the patent process at the time the moratorium went into effect.24 ~~oz/ton~~Additionally, AuCongress has considered several bills in recent years to repeal the General Mining Law or to amend it to provide for the payment of royalties to the United States and ~~12.63~~to ~~oz/ton~~eliminate ~~Ag.~~or ~~Drill~~substantially ~~hole~~limit ~~B-91-16~~the ispatent ~~cited~~provisions 14of the law.5’ ~~(core~~Any ~~length)~~such atchanges ~~.301~~to ~~oz/ton~~the Aulaw and ~~21.8~~increases ~~oz/ton~~to ~~Ag.~~our costs would have a negative impact on our results of operations.

InMining ~~2013~~claims ~~and~~are ~~2014~~conveyed ~~Shooting~~by ~~Star~~deed ~~Mining~~or ~~Co.~~leased ~~optioned~~by the ~~property~~claimant ~~and~~to ~~continued~~the ~~development.~~party ~~Their~~seeking ~~intention was~~ to ~~expand~~develop on the ~~previous~~property. ~~work~~Such ofa ~~Biron~~deed ~~Bar~~or ~~Resources~~lease ~~and~~(or tomemorandum ~~“in~~of ~~fill”~~it ~~the~~needs ~~drill~~to ~~intercepts~~be ofrecorded ~~that~~in ~~1990-90~~the ~~project.~~real ~~They~~property ~~drove~~records of the ~~decline~~county towhere ~~explore~~ the ~~drill~~property ~~intercepts~~is oflocated, ~~Biron~~and ~~Bay.~~evidence ~~The~~of ~~company~~such ~~completed~~transfer 21needs ~~underground~~to ~~diamond~~be ~~drill~~filed ~~holes.~~with ~~The~~the ~~Shooting~~BLM ~~Star~~in ~~drilling~~order ~~failed~~ to ~~establish~~secure ~~horizontal~~“title” ~~continuity~~to ~~for~~such ~~the~~claims. ~~earlier~~It ~~drilling~~is ~~but~~not ~~did~~unusual ~~establish~~for ~~that~~the ~~high~~grantor ~~grade~~or ~~mineralization~~lessor ~~over~~to ~~economically~~reserve ~~viable~~a ~~widths~~royalty, ~~was~~which ~~present.~~as ~~They~~to ~~concluded~~precious ~~that~~metals ~~the~~often ~~prospect~~is ~~would~~expressed ~~not~~as ~~support~~ a ~~conventional~~percentage ~~mine-mill~~of ~~operation.~~net smelter returns.

[The ~~work~~Remainder byof ~~these~~this ~~two~~Page ~~companies has demonstrated that, although the vein~~ is ~~not~~Intentionally ~~consistently~~Left ~~mineralized enough to support a large-scale operation, there are numerous lenses and pockets of high-grade rock that could be profitably extracted by careful development and mining.~~Blank]

2625

~~Exploration~~Mining ~~Status~~Properties General Locations

WeSteeple ~~have~~Rock ~~not established that our Billali Mine and Jim Crow Mine rights contain proven or probably reserves~~District, asGrant ~~defined~~County ~~under~~New ~~SEC~~Mexico ~~Industry~~– Project Guide 7. Minimal exploration activities have commenced to date and minimal exploration costs have been incurred or paid. To date, the Company has not (i) commenced or adopted plans to conduct any exploration, (ii) prepared drilling plans, proposals, timetables or budgets for exploration work, or (iii) identified engineers and other personnel that will conduct or assist in any exploration work. The Company will need to raise funds to conduct exploration work and it currently lacks firm commitment financing for any exploration activities. Description

~~The~~Properties ~~Company~~- ~~commenced~~The ~~development of the~~ Jim Crow ~~mine in late 2019. Work to date has consisted of upgrading the surface facilities~~, ~~rehabilitating~~Imperial ~~the shaft, expanding the hoisting capability~~ and ~~underground~~Billali ~~development on three levels. A crushing plant was purchased and installed at Duncan, Arizona, in late 2019.~~ Mines

~~The~~Santa ~~Company~~Fe’s ~~will~~properties ~~need~~consist toof ~~further develop~~ the ~~properties~~Jim ~~for~~Crow ~~sustained~~group ~~production. Such work will consist~~ of ~~exploration~~patented ~~drilling~~and ~~from~~unpatented ~~surface~~claims ~~and~~in ~~underground,~~the ~~mine~~southern ~~development~~part toof ~~include~~the ~~drifting,~~district ~~raising~~ and ~~stope~~the ~~development,~~Billali ~~and~~patented ~~further~~claim ~~improvement~~in of the ~~surface~~northern ~~facilities~~part ~~and~~of ~~crushing~~the ~~plant~~district. ~~Additional~~The ~~equipment~~Jim ~~will~~Crow begroup ~~needed~~is tomade beup ~~purchased~~of orseven ~~leased. The~~patented ~~Company~~mining ~~currently~~claims ~~lacks~~and the ~~capital~~Billali toconsists ~~fund~~of ~~these~~one ~~expenditures~~(1) patented mining claim.

~~Current~~Patented ~~Billali~~Lode ~~Exploration and Status~~Claims

Exploration and development work done in the 1990’s and in the 2011-14 time period suggest there are potentially mineable pipe-like high grade zones with indications of vertical continuity distributed throughout the length of the property. These can be in any of the three or more veins that are presently identified within the approximately 350 foot wide structural zone that makes up Billali vein zone.

	Name	MS No.
1	Imperial Lode	MS 1012 A
2	Jim Crow Lode	MS 1012 B
3	Gold King Lode	MS 1012 C
4	Portal Lode	MS 1012 D
5	Gold Bug Lode	MS 1012 E
6	Red Prince Lode	MS 1012 F
7	Three Brothers Lode	MS 1012 G
8	Contention Lode	MS 1012 H

Santa Fe is currently mining one of these gold-silver bearing pipe-like bodies that has recently been discovered approximately 180 feet from the portal. Long hole drilling in the overlying Hoover Tunnel some 70 feet above suggest that this zone is continuous for at least that far. The ~~mined~~Jim ~~high~~Crow ~~silica~~group ~~vein~~also ~~rock~~consists ~~is being stockpiled and will be sent as a trial shipment to a nearby smelter pending the aggregation~~ of ~~500~~two ~~tons.~~unpatented ~~Assuming~~mining ~~acceptance~~claims ~~of the trial shipment~~ and ~~execution~~Mineral ~~of a contract with the smelter~~Acquisitions, ~~the~~LLC ~~mine~~controls ~~will~~nine beunpatented ~~developed~~mining ~~on three levels approximately 100 vertical feet apart~~claims. These levels will crosscut the entire vein zone and the veins will be developed by a series of lateral workings from these crosscuts. The mineralized high silica rock will be shipped directly, with no processing, as flux to the smelter.

~~Because~~Unpatented ofLode the advanced stage of development of this property and the existing infrastructure, and the opportunity to market the product directly to a nearby smelter, these pipe-like bodies can be exploited for relatively low cost.Claims

Power and Water

	Name	BLM Serial Number
1	Papoose No 1 Lode	Leslie Billingsley – claimant
2	Papoose No 2 Lode	Leslie Billingsley - claimant
3	Telephone Ridge No 1	NMMC193685

The Company will be required to use water from the mine, to be stored in a water tank to be placed on the property, for its water source. It is believed that this water will be sufficient for any development purposes. The Company will be required to place a generator on the property for electricity. 26

Development Plans

4	Telephone Ridge No 2	NMMC193686
5	Telephone Ridge No 3	NMMC193687
6	Telephone Ridge No 4	NMMC196049
7	Telephone Ridge No 5	NMMC196050
8	Telephone Ridge No 6	NMMC196051
9	Telephone Ridge No 7	NMMC196052
10	Telephone Ridge No 8	NMMC196053
11	Telephone Ridge No 9	NMMC196054

~~Santa~~All ~~Fe Gold believes that a profitable operation can be established and sustained in~~ the ~~Steeple~~combined ~~Rock district by careful development and~~ mining ~~the~~claims ~~high~~for silica, gold and silver bearing vein rock thought to be present in both the Jim Crow and Billali mines. The district has a long record of producing high quality smelter flux ores that were directly shipped to nearby copper smelters. Both the Jim Crow and Billali mines are well developed with services in place. Both can be commissioned with relatively little development cost. By taking advantage of existing development and by carefully mining and shipping this ~~vein~~project ~~material~~encompass ~~directly~~approximately to343 ~~a smelter we expect to realize an acceptable return and avoid the high capital expense usually associated with the development of a mine-mill complex~~acres.

~~Description~~Location ofand ~~Black Hawk Project~~Access

~~Property~~The ~~Location~~Steeple Rock mining district is in the western part of Grant County, New Mexico. The district lies approximately 45 miles east of the town of Safford, Arizona and ~~Access~~approximately 10 miles northeast of Duncan, Arizona. The district is reached by well-maintained county roads from Duncan.

The Black Hawk district, also called the Bullard’s Peak district in some references, is located approximately 15 miles west-southwest of Silver City New Mexico. Santa Fe Gold Corp. owns 13 patented and 82 unpatented mining claims covering approximately 72% of the known extent of the district. This property includes four of the five mines with recorded production among which are the two largest, the Black Hawk and the Alhambra. The property is reached by truck on a private dirt road that turns left off a paved highway, which access road is approximately 15 miles west-southwest of Silver City. The claims are all located within approximately 1,900 acres.27

27District, Historical and Prior Operations

~~Property~~The ~~Description~~Steeple Rock district was discovered in the 1860’s and was in production until the so-called “silver panic” of 1893. Since 1893, there has been little activity. We believe that the Steeple Rock district was reopened at different times in the 1950’s, 1960’s and the 1970’s, but no sustained development or production is believed to have occurred. There has been some trenching and surface Geochem work done at various times. During the time of elevated precious metal prices after 1980 there was considerable activity, including a project at the Imperial-Jim Crow Mine by Queenstake Resources in the early 1980’s and work by ASARCO also in the 1980’s. The Billali was explored by Biron Bay Resources in 1990-1993 and again in 2013-2014 by Shooting Star Mining Co. In 2010 the Summit mine was successfully developed and operated but closed in 2013.

~~The~~Title Black Hawk district, sometimes referred to as the Bullard Peak district, is located in Grant County, New Mexico, approximately 15 miles by road west of Silver City, New Mexico, the terminus of a branch line of the Atchison, Topeka and ~~Santa~~Ownership ~~Fe Railway. The district is in the northeastern foothills~~ of the ~~Big Burro Mountains at an altitude of approximately 5~~Billali,~~450~~ toJim ~~6,150~~Crow ~~feet. Scattered junipers, scrub oak, small pines,~~ and ~~brush~~Imperial ~~cover~~Mine the hillsides. Most of the district is drained by way of Black Hawk Canyon which bisects the area and flows northward to Mangas Creek, but the eastern part is drained by tributaries of Silver Dale Creek, which flows northeastward to Mangas Creek. Mangas Creek flows into the Gila River about 9 miles northwest of the mouth of Black Hawk Canyon. Projects

28The Company determined the Agreement with the sellers of the properties is Right of Use (“ROU”) asset lease at its inception and provides for grant of use. The Company has the right to cancel the Agreement at any time. The Company currently considers the properties to be exploration properties. The Agreement gives the Company surface, mining, and access rights. These are subject only to any limitations imposed by federal, state and local regulations, the free, unrestricted and uninterrupted right of access, for ingress and egress to the Billali, Jim Crow and Imperial Mines over existing roads or alternate routes approved by Seller and the right to enter upon and occupy the Billali, Jim Crow and Imperial Mines for all purposes reasonably incident to: exploring for, developing, mining (by underground mining, surface mining, strip mining or any other surface or subsurface method, including any method later developed), extracting, milling, smelting, refining, stockpiling, storing, processing, removing and marketing there from, all ores, metals, minerals, mineral products (including intermediate products) and materials of every nature or sort, and the right to place, construct, maintain, use and thereafter remove such structures, facilities, equipment, roadways, haulage ways, utility lines, reservoirs and water courses, and other improvements as may be necessary, useful or convenient for the full enjoyment of all of the rights granted, are the rights granted by the seller under our agreement. We have sole and exclusive custody, possession, ownership and control of all ore, rock, drill core and other mineral substances extracted or removed from the Billali, and Jim Crow and Imperial Mines and may sell or otherwise dispose any of the forgoing. We have also been granted the right to use any of the seller’s water rights, which were assigned to the Company, on, about, under or appurtenant to the Billali and Jim Crow Mines to facilitate the exploration, mining and processing rights we were granted under our agreement with the seller. Until the total price under the agreement is paid in full, title on all of the properties and all unpatented property will remain in the name of the seller.

The ore in the Black Hawk district appears to be controlled by rock lithology, with the host rock being a coarse-grained quartz diorite. Vein boundaries are sharp and the vein filings are generally recognizable visually. Mineral property claims are as follows:28

~~Patented~~Mineralization ~~Lode~~and ~~Claims~~Geology

	Name	MS No.
1	Alhambra Lode	MS 869
2	Kent County Lode	MS 778
3	Blackhawk Lode	MS 364A
4	Bullernat Lode	MS 546
5	Little Rhody Lode	MS 365A
6	Extension Lode	MS 772
7	Pumpkin Lode	MS 548
8	Silver Glance Lode	MS 366A
9	Good Hope Lode	MS 480
10	Chicago Lode	MS 771
11	Surprise Lode	MS 367A
12	Cornucapia Lode	MS 770
13	Stonewall Lode	MS 547

The Steeple Rock district is classified as a high level, epithermal gold and silver bearing, quartz vein system hosted principally in andesite lava flow rock which comprises the lower part of the tertiary volcanic section in the region. Other rocks exposed within the district are Precambrian igneous and metamorphic rocks, Paleozoic sedimentary rocks, and Mesozoic igneous and sedimentary rocks. The veins trend northwesterly and northerly. Most of the historic production has been from the northwest trending set of veins. Veins within the district are numerous and only a few of them have undergone systematic development to date. The ore in the Steeple Rock district appears to be controlled by rock lithology, with the host rock being a coarse-grained quartz diorite. Vein boundaries are sharp and the vein filings are generally recognizable visually. Mineralization in the Steeple Rock mining district consists of numerous narrow carbonate veins containing varying amounts of cobalt and nickel, silver, uranium, and arsenic. This is a geologic type of mineral deposit generally referred to as “five element veins.”

29Description of the Jim Crow and Imperial Mines

~~Unpatented~~The ~~Lode~~Jim ~~Claims~~Crow group covers approximately 4,000 feet strike length on the north trending Imperial vein and approximately 2,600 feet strike length of the northwest trending Jim Crow vein system. The Imperial mine occupies the southernmost 1,000 feet of the Imperial vein at which point the Jim Crow system branches to the northwest. The north trending Imperial continues another 3,050 to the property end line. The Jim Crow trend consists of three, possibly more, sub-parallel veins converging in the northwest.

	Name	BLM Serial Number
1	Alhambra Extension – Lode	NMMC 50356
2	Easy Days – Lode	NMMC 50357
3	Old Hobson – Lode	NMMC 50358
4	Argentine No. 5 – Lode	NMMC 85992
5	Argentine No. 6 – Lode	NMMC 85993
6	Argentine No. 7 – Lode	NMMC 85994
7	Argentine No. 8 – Lode	NMMC 85995
8	Argentine No. 9 – Lode	NMMC 85996
9	Argentine No. 17 – Lode	NMMC 86004
10	Argentite #1 – Lode	NMMC 64721
11	Argentite #2 – Lode	NMMC 64722
12	Argentite #3 – Lode	NMMC 64723
13	Argentite #4 – Lode	NMMC 64724
14	Argentite #10 – Lode	NMMC 64725
15	Argentite #11 – Lode	NMMC 64726
16	Argentite #12 – Lode	NMMC 64727
17	Argentite #13 – Lode	NMMC 64728
18	Argentite #14 – Lode	NMMC 64729
19	Argentite #15 – Lode	NMMC 64730
20	Argentite #16 – Lode	NMMC 64731
21	Argentite #18 – Lode	NMMC 64732
22	Argentite #19 – Lode	NMMC 64733
23	Argentite #20 – Lode	NMMC 64734
24	Argentite #21 – Lode	NMMC 64735
25	Argentite #22 – Lode	NMMC 64736
26	Contention #1 – Lode	NMMC 64719
27	Contention #2 – Lode	NMMC 64720
28	No Show #1 – Lode	NMMC 106382
29	No Show #2 – Lode	NMMC 106383
30	No Show #3 – Lode	NMMC 106384
31	No Show #4 – Lode	NMMC 106385
32	No Show #5 – Lode	NMMC 106386
33	No Show #6 – Lode	NMMC 106387
34	No Show #7 – Lode	NMMC 106388
35	No Show #8 – Lode	NMMC 106389
36	No Show #9 – Lode	NMMC 106390
37	No Show #10 – Lode	NMMC 106391
38	No Show #11– Lode	NMMC 106392
39	No Show #12 – Lode	NMMC 106393
40	No Show #13 – Lode	NMMC 106394
41	No Show #14 – Lode	NMMC 106395
42	No Show #15 – Lode	NMMC 106396
43	No Show #16 – Lode	NMMC 106397
44	No Show #17 – Lode	NMMC 106398

The Jim Crow mine is well equipped and in good working order. It is served by a 320-foot-deep inclined shaft with a well-designed steel headframe. The hoist is equipped with up-to-date safety devices. The shaft is capable of lifting 30 tons per hour and can handle both ore and waste at the same time. The mine has three levels, 50 feet, 200 feet and 300 feet, all with air, water and ventilation services installed. Broken muck is moved to the shaft by scrapers on the 50- and 200-foot levels and by a 2-foot gauge rail on the 300-foot level.

30The location of the Jim Crow mine is highly advantageous in that the unexplored and undeveloped segments of the Imperial and Jim Crow veins can be easily accessed from the mine. The lower 300-foot level can be extended to the south to explore and develop the Imperial vein below it and the lowermost 200-foot level in the area intercepted by the encouraging drill holes. It can also be extended to the northwest to explore the northwest extension of the Jim Crow vein and its parallel “wall” veins and the area where these veins “intersect.” The unexplored north trending segment of the Imperial vein could also be readily accessed from the Jim Crow Mine.

45	No Show #18 – Lode	NMMC 106399
46	No Show #19 – Lode	NMMC 106400
47	No Show #20 – Lode	NMMC 106401
48	Rhonda #1 – Lode	NMMC 106402
49	Rhonda #2 – Lode	NMMC 106403
50	Rhonda #3 – Lode	NMMC 106404
51	Rhonda #4 – Lode	NMMC 106405
52	Rhonda #5 – Lode	NMMC 106406
53	Rhonda #6 – Lode	NMMC 106407
54	Rhonda #7 – Lode	NMMC 106408
55	Rhonda #8 – Lode	NMMC 106409
56	Rhonda #9 – Lode	NMMC 106410
57	Rhonda #10 – Lode	NMMC 106411
58	Rhonda #11 – Lode	NMMC 106412
59	Rhonda #12 – Lode	NMMC 106413
60	Rhonda #13 – Lode	NMMC 106414
61	Rhonda #14 – Lode	NMMC 106415
62	Rhonda #15 – Lode	NMMC 106416
63	Rhonda #16 – Lode	NMMC 106417
64	Rhonda #17 – Lode	NMMC 106418
65	Rhonda #18 – Lode	NMMC 106419
66	Pec-II #1 – Lode	NMMC 106420
67	Barite – Lode	NMMC 109082
68	Barite No. 2 – Lode	NMMC 109083
69	Barite No. 3 – Lode	NMMC 109084
70	Jody #1 – Lode	NMMC 115276
71	Jody #2 – Lode	NMMC 115277
72	Jody #3 – Lode	NMMC 115278
73	Jody #4 – Lode	NMMC 115279
74	Jody #5 – Lode	NMMC 115280
75	Jody #7 – Lode	NMMC 115281
76	Jody #8 – Lode	NMMC 115282
77	Jody #9 – Lode	NMMC 115283
78	Jody #10 – Lode	NMMC 115284
79	Stonewall Surprise – Lode	NMMC 193678
80	Alhambra Extension 2 – Lode	NMMC 193679
81	No Show No. 21 – Lode	NMMC 193680
82	No Show No. 23 – Lode	NMMC 193681

Description of the Billali Mine

31The Billali property consists of one patented mining claim. It covers 1,200 feet of vein length and is situated approximately 3,000 feet northwest of the Summit mine.

~~History~~The principal working on the Billali is a 12’ x12’ decline driven at grade of -20% for approximately 1120 feet. The decline was started on the northeast flank of the vein zone, driven across it for approximately 260 feet and ~~Prior~~then ~~Operations~~turned southeast and continued straight along the zone for another, approximately 580 feet. The present water level is at approximately 800 feet. From that point it extends in an irregular manner for another 650 feet to its present head which is approximately 260 feet vertically below the portal. A lateral level was driven 300 feet northeast across the vein zone from the bottom of the decline. The first 856 feet of the decline is set up for rail haulage using a winch stationed on the surface.

The ~~Black~~Billali ~~Hawk~~Mine ~~district~~occupies ~~was~~the ~~discovered~~northwest inextension ~~1881~~of ~~and~~the ~~was~~Summit invein. ~~production~~In ~~until~~ the so1990-1992 ~~called~~time ~~“silver~~period ~~panic”~~Byron ofBay ~~1893.~~Resources, ~~Since~~a ~~its~~Canadian ~~main~~mining ~~productive period~~company, ~~ending~~conducted inan ~~its~~extensive ~~closure~~exploration inprogram ~~late~~on ~~1893~~the orSummit ~~early~~vein ~~1894,~~including ~~there~~the ~~has~~Billali ~~been~~mine. ~~little~~Data ~~activity~~ in the ~~Black~~mine ~~Hawk~~owner’s ~~district.~~archives ~~One~~are ofpoorly ~~the~~documented ~~mines,~~and ~~the~~drill ~~Black~~hole ~~Hawk~~collars ~~was~~are ~~reopened~~not indefinitely ~~1917~~located. ~~and~~Diamond ~~some~~drilling ~~development~~was done inon the ~~upper~~Billali ~~levels~~claim in 1990, 1991 and 1992. ~~Both~~Partial ~~the~~data ~~Black~~is ~~Hawk~~available ~~and~~for ~~the~~twenty ~~Alhambra~~of ~~were~~these ~~reopened~~drill atholes. ~~different~~Byron ~~times~~Bay inResources ~~the~~company ~~1950’s,~~reports ~~1960’s,~~dated 1990 and ~~the~~1991 ~~1970’s~~describe ~~but~~a novein ~~sustained~~zone ~~development~~approximately or350 ~~production~~feet ~~was~~wide ~~achieved. There~~with ~~has~~a ~~been~~discontinuously ~~some~~mineralized ~~trenching~~footwall and ~~surface~~hanging ~~geochem~~wall ~~work~~quartz ~~done~~veins, atranging ~~various~~from ~~times~~3 to 15 feet true width.

~~Project Status~~In 2013 and ~~Exploration~~2014 ~~Activities~~Shooting Star Mining Co. optioned the property and continued development. Their intention was to expand on the previous work of Biron Bay Resources and to “in fill” the drill intercepts of that 1990-90 project. They drove the decline to explore the drill intercepts of Biron Bay. The company completed 21 underground diamond drill holes. The Shooting Star drilling failed to establish horizontal continuity for the earlier drilling but did establish that high grade mineralization over economically viable widths was present. They concluded that the prospect would not support a conventional mine-mill operation.

WeThe ~~have~~work ~~not~~by ~~established~~these ~~that~~two ~~our~~companies ~~Black~~has ~~Hawk~~demonstrated ~~and Bullard Peak rights contain proven or probably reserves~~that, asalthough ~~defined under SEC Industry Guide 7. No exploration activities have commenced to date and no exploration costs have been incurred or paid. To date,~~ the ~~Company~~vein ~~has~~is not ~~(i)~~consistently ~~commenced~~mineralized orenough ~~adopted plans~~ to ~~conduct~~support ~~any~~a ~~exploration,~~large-scale ~~(ii) prepared drilling plans~~operation, ~~proposals,~~there ~~timetables~~are ornumerous ~~budgets~~lenses ~~for~~and ~~exploration~~pockets ~~work,~~of orhigh-grade ~~(iii)~~rock ~~identified~~that ~~engineers~~could ~~and~~be ~~other~~profitably ~~personnel~~extracted ~~that~~by ~~will~~careful ~~conduct~~development orand ~~assist~~mining inand ~~any~~the ~~exploration work. The~~ Company will ~~need~~be toengaging ~~raise~~a ~~funds~~specialist toin ~~conduct~~connection ~~exploration~~with ~~work~~the ~~and~~construction itof ~~currently~~its ~~lacks~~mill ~~firm~~in ~~commitment~~order ~~financing~~to ~~for~~maximize ~~any~~the ~~exploration activities~~yield.

~~The~~Exploration Company will need to prepare the property for exploration and drilling activities, including building infrastructure, installing facilities, and purchasing equipment. Future exploration drilling on any of our properties that consist of BLM land will require us to either file a Notice of Intent (NOI) or a Plan of Operations with the BLM, depending upon the amount of new surface disturbance that is planned. A Notice of Intent is required for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period. Status

~~The Company currently lacks sufficient capital to fund these expenditures and is currently allocating working capital to the Jim Crow and Billali project.~~29

~~Mineralization~~Exploration and ~~Geology~~development work done in the 1990’s and in the 2011-14 time period suggest there are potentially high-grade zones with indications of vertical continuity distributed throughout the length of the property. These can be in any of the three or more veins that are presently identified within the approximately 350-foot-wide structural zone that makes up Billali vein zone.

~~Mineralization~~Santa Fe is currently mining one of these gold-silver bearing pipe-like bodies that has recently been discovered approximately 180 feet from the portal. Certain long hole drilling in the ~~Black~~overlying ~~Hawk~~Hoover ~~mining~~Tunnel ~~district~~some ~~consists~~70 offeet ~~numerous~~above ~~narrow~~suggests ~~carbonate~~that ~~veins~~this ~~containing~~zone ~~varying~~is ~~amounts~~continuous offor ~~cobalt~~at ~~and~~least ~~nickel,~~that ~~silver~~far, ~~uranium,~~although ~~and~~we ~~arsenic~~have not conducted any exploration in this area to date. ItThe mined high silica vein rock is ~~one~~being ofstockpiled and will be tested by the specialists we intend to engage for our mill design. Initially we had planned to send a ~~well-known,~~trial ~~but~~shipment ~~poorly~~to ~~understood,~~a ~~geologic~~nearby ~~type~~smelter pending the aggregation of ~~mineral~~500 ~~deposit~~tons ~~generally~~and ~~called~~assuming ~~“five~~it ~~element~~was ~~veins”~~accepted and we were able to execute an acceptable contract with the smelter. Since ~~They~~that ~~are~~smelter ~~also~~is ~~rich~~no inlonger ~~uranium,~~accepting ~~nickel~~outside ore and, ofit ~~interest~~currently ~~today,~~is ~~cobalt.~~not Incost ~~the~~effective ~~Black~~to ~~Hawk~~send ~~district~~our ore to another smelter for initial processing, ~~the~~we ~~host~~have isdetermined that we will need to construct a ~~coarse-grained~~mill ~~quartz~~to ~~diorite.~~process ~~Mining~~our ~~conditions~~ore ~~within~~into ~~the~~concentrate ~~veins~~in ~~are~~order ~~good~~for shipping to become cost effective. ~~The~~Whether ~~lack~~we ofare ~~strong~~able ~~alteration~~to ~~results~~sell into ~~stable~~our ~~walls~~smelter ~~requiring~~as ~~minimum~~initially ~~support~~planned or we construct a mill, ~~only~~the ~~occasional~~Company ~~faults~~intends orto ~~gouge~~mine ~~zones~~on ~~require~~three ~~timber~~levels approximately 100 vertical feet apart. ~~Vein~~These ~~boundaries~~levels ~~are~~will ~~sharp~~crosscut the entire vein zone and the ~~vein~~veins ~~fillings~~will ~~are~~be ~~easily~~developed ~~recognizable~~by ~~visually~~a series of lateral workings from these crosscuts.

~~The~~We ~~Silver~~have ~~City~~not ~~quadrangle~~established ~~covers~~that ~~approximately~~our ~~20,650~~Billali ~~square~~Mine ~~kilometers chiefly in the southern basin~~ and ~~range~~Jim ~~province~~Crow ofMine ~~southwestern~~rights ~~New~~contain ~~Mexico~~proven ~~and~~or ~~southeastern~~probable ~~Arizona. Bedrock of the ranges includes Precambrian igneous and metamorphic rocks~~reserves, ~~Paleozoic~~as ~~sedimentary~~defined ~~rocks,~~under ~~Mesozoic~~Reg. ~~igneous~~S-K ~~and sedimentary rocks, and Cenozoic igneous rocks~~1300. The ~~intervening~~Company ~~basins,~~has ~~which~~conducted ~~constitute~~a ~~about~~limited ~~65%~~amount of ~~the~~exploration ~~quadrangle’s~~work ~~surface~~on ~~area,~~the ~~are~~Jim ~~filled~~Crow ~~with~~mine ~~Late Cenozoic (Pliocene-Pleistocene) sedimentary deposits in places~~ to ~~depths of more than 1,000 meters~~date. The ~~geology~~Company ofcommenced ~~each~~work ~~range~~at ~~is generally different, and most rock units and pre-basin and range structures cannot be correlated across~~ the ~~basin~~Jim ~~areas. The~~Crow ~~principal~~mine ~~hydrothermal ore-forming processes~~ in ~~the~~late ~~quadrangle~~2019. ~~are~~Work ~~believed~~ to bedate ~~attributable~~has toconsisted ~~subduction-related~~of ~~events~~upgrading ~~including~~the ~~complex~~surface ~~eruptive~~facilities, ~~systems~~rehabilitating ~~during two distinct periods in~~ the ~~development~~shaft, ofexpanding the ~~western~~hoisting ~~orogenic~~capability ~~continental~~and ~~margin:~~underground ~~(i)~~excavation aon ~~medium-potassium~~three ~~calcium/alkaline~~levels ~~volcanic arc system in late Cretaceous/early Tertiary time (the Laramide orogeny 80/50 million years ago);~~ and ~~(ii)~~ a ~~high-potassium~~crushing ~~calcium/alkaline~~plant ~~volcano-plutonic~~site ~~arc~~was ~~system~~purchased inon ~~middle~~January ~~Tertiary~~1, ~~time~~2020, ~~(30/15~~in ~~million~~Duncan, ~~years ago)~~Arizona. ~~The~~ ~~hydrothermal-magmatic~~We ~~vein~~have ~~and~~extracted ~~pegmatite~~approximately ~~type~~2,000 ~~deposits~~tons ~~are~~of ~~probably~~ore ~~Precambrian~~that inis ~~age~~sitting ~~and~~on ~~the~~our ~~syngenetic~~property ~~sedimentary~~awaiting ~~and~~further ~~volcanic~~processing ~~deposits~~and ~~range in age from Cambrian to late Tertiary (or younger)~~analysis.

~~Although~~The ~~there~~Company iswill ~~some~~need ~~local~~to ~~variation~~conduct infurther ~~some~~work ofon the ~~districts,~~mine ~~the~~properties ~~five~~for ~~metal~~sustained ~~types~~production. ofSuch ~~deposits~~work inwill ~~the~~consist ~~Black~~of ~~Hawk~~exploration ~~district~~drilling ~~are~~from ~~fissure veins where~~ the ~~carbonate~~surface and ~~the ore minerals fill open space caused by the fracturing~~underground. The ~~ore~~Company ~~generally~~will ~~occurs~~continue into ~~small~~be ~~high-grade~~considered ~~pods~~an orexploration ~~shoots~~stage ~~randomly~~property ~~distributed~~until ~~within~~it ~~the~~has ~~fracture~~disclosed ~~zone. The~~reserves ~~location~~and ofonce ~~these~~it ~~open~~has ~~spaces~~disclosed isreserves ~~the~~it ~~sole~~will ~~recognized~~be ~~control~~considered ofa ~~ore~~development ~~distribution~~stage. ~~The~~ ~~favorability~~Further ofwork ~~the host seems~~ to be ~~governed~~done byincludes ~~its~~drifting, ~~fracturing~~raising ~~characteristics~~and ~~rather~~slope ~~than any chemical factor. Generally~~development, inas ~~these~~well ~~deposits~~as ~~there~~further isimprovement ~~one favored rock type that accounts for most~~ of the ~~production. At~~surface ~~the Black Hawk district, the preferred host rock is the coarse-grained quartz diorite~~facilities.

~~The~~Power ~~project requires further evaluation of its mineralogical makeup~~ and economic modeling to determine the appropriate course for any potential future development. The Company has not conducted a preliminary economic assessment of the project at the time of filing this report. Upon completion of the preliminary economic assessment of the project, the Company will prepare an impairment analysis of the project to determine if an impairment is required at that time.Water

32The Company will be required to use water from the mine, to be stored in a water tank to be placed on the property, for its water source. It is believed that this water will be sufficient for any development purposes. The Company will be required to place a generator on the property for electricity.

~~Power~~Development ~~and~~Plans ~~Water~~

~~The~~Santa ~~Company~~Fe ~~will~~Gold believes that a profitable operation can be ~~required~~established toand ~~use~~sustained ~~water~~in ~~from~~the Steeple Rock district by careful development and mining the ~~mine~~high silica, togold beand ~~stored~~silver inbearing avein ~~water~~rock ~~tank~~thought to be ~~placed~~present onin both the ~~property~~Jim Crow and Billali mines, ~~for~~although ~~its~~we ~~water~~have ~~source~~not conducted any analytical work to demonstrate this. ItThe isdistrict ~~believed~~has a long record of producing high quality smelter flux ores that ~~this~~were ~~water~~previously ~~will~~directly shipped to a nearby copper smelter. Both the Jim Crow and Billali mines have well developed infrastructure with services in place. Both can be ~~sufficient~~commissioned ~~for~~with ~~any~~relatively little development ~~purposes~~cost and continued maintenance. ~~The~~ ~~Company~~We ~~will~~have beextracted ~~required~~ore tofrom ~~place~~the aJim ~~generator~~Crow onmine recently and have been upgrading the ~~property~~Billali mine with the enhancements to make it ready for ~~electricity~~development and if successful, production. With the prior COVID-19 situation and other unstated factors, the copper smelter the Company previously utilized is not accepting any outside material from any source. Coupled with some of our mine personnel contacting the COVID-19 virus, we ceased extracting ore until we can develop our alternative business plan and finance its implementation.

~~ITEM~~With 3that current situation, we were required to advance our business plan by approximately a year referencing the design and construction of a mine-mill complex in Duncan, Arizona. ~~LEGAL~~ ~~PROCEEDINGS~~This site will service both the Company’s property sites in the Steeple Rock mining district and the Black Hawk mining district. The Company will need to raise or finance the construction of the mill complex. The Company’s future revenue is contingent on the construction of a mill complex. The mill complex will require us to raise financing in order for it to be constructed and ramp-up operations at the mill complex and for mining operations. The Company’s plan for operations is reliant on our ability to secure the financing required to construct and operate the mill-complex and continue mining operations. No assurances can be made that the Company will be successful in securing this needed financing or that if it is able to, that it will be on terms acceptable to the Company.

WeThe ~~are~~Company ~~subject~~currently ~~from~~has ~~time~~its crushing equipment on this site and retained a specialist firm in Colorado which has completed the analysis our ore and prepared a process and mill site plan with the optimal equipment, methods, chemical reagents that will allow us to ~~time~~realize the maximum yield from our ore. We received the report in late September 2021. This is the first step needed for the construction of our mill and we have the detailed plan of what will be required. The Company anticipates that the total cost to ~~litigation~~construct the mill site will approximate around $1,200,000. ~~claims~~We ~~and~~will ~~suits~~need ~~arising~~to secure these funds in order to begin construction and to purchase the ~~ordinary~~equipment ~~course~~and materials necessary and to have the mill operational, of ~~business~~which there can be no assurance.

The DOJ and the SEC have each initiated investigation into the Company and certain other individuals, resulting from the Laws transactions. 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. (See Item IA Risk Factors.)30

~~Boart~~As ~~Long~~of ~~year~~filing ~~Company~~this v.Form ~~Lordsburg~~10-K, ~~Mining~~the Company, ~~Case~~is ~~No.~~currently ~~D-2-2-CV-2015-~~in ~~06048,~~process ~~County~~ of ~~Bernalillo,~~acquiring ~~NM;~~a ~~Boart~~mill ~~Longyear~~operation ~~Company~~for v.its ~~Lordsburg~~head ~~Mining~~ore ~~Company,~~to ~~Case~~be ~~No.~~located ~~D-721-CV-2015-~~on ~~00058,~~its ~~County~~property ofin ~~Sierra~~Duncan, ~~NM;~~Arizona. ~~and~~The ~~Boart~~seller ~~Longyear~~of ~~Company~~the v.mill ~~Lordsburg~~has ~~Mining~~disassembled ~~Company~~the mill in Kellogg, ~~Case~~Idaho ~~No.~~and ~~D-608-CV-~~relocated ~~201500165,~~the ~~County~~mill ofto ~~Quintero~~the Duncan, NMArizona site. ~~There~~ ~~are~~Currently aall ~~series~~associated costs of ~~collection~~the ~~cases~~mill byand ~~Boart~~its ~~Longyear~~relocation ~~Company,~~are abeing ~~company~~accumulated ~~that~~and ~~obtained~~finalized ~~Utah~~by ~~judgments~~the ~~for~~seller. ~~equipment~~At ~~delivered~~this totime ~~Lordsburg~~there ~~Mining~~are ~~Company~~no inagreements between the ~~aggregate~~seller ~~amounts~~and ofthe ~~$158,480~~Company ~~and~~as ~~has~~to anterms ~~interest~~and ~~rate~~sales price of ~~5.25%~~the ~~per~~delivered ~~annum.~~disassembled ~~The~~mill ~~Company~~and ~~accrued~~such ~~back~~price ~~interest~~is onanticipated ~~judgement~~to ~~during~~be ~~the~~negotiated ~~quarter~~and ~~ended~~determined ~~December~~in ~~31,~~late ~~2016,~~fall ~~of $13~~2022,~~860~~ ~~and~~when ~~recorded~~the ~~$21,454~~necessary infunding ~~legal~~will ~~fees~~be ~~awarded~~raised inby the ~~judgement.~~Company ~~For~~for the ~~years~~acquisition ~~ended~~of ~~June~~the ~~30,~~mill ~~2019,~~equipment ~~2018~~ and ~~2017,~~its asconstruction. ~~restated,~~At ~~interest~~the ~~expense~~time onof ~~the~~filing ~~obligation~~this ~~was~~Form $810-K,~~320,~~ ~~$8,320~~negotiations ~~and~~for ~~$17,985,~~the ~~respectively.~~purchase ~~The~~of ~~court~~the ~~appointed~~disassembled ~~trust~~mill ~~made~~with athe ~~payment~~seller inhave ~~December~~not ~~2016~~taken ofplace ~~$6,287~~and ~~which~~will ~~was~~be ~~applied~~finalized ~~against~~upon ~~accrued~~the ~~interest.~~Company Atraising ~~June~~the ~~30,~~adequate ~~2019~~funding ~~and~~for ~~2018~~the acquisition and ~~2017,~~determination asif ~~restated,~~the ~~accrued~~seller ~~interest~~or on the ~~obligation~~Company ~~was~~will ~~$28,338,~~be ~~$20,018~~responsible ~~and~~for ~~$11,698,~~its ~~respectively~~construction at the mill site.

~~Santa~~Description Fe Gold Corporation v. Tyhee Gold Corp., Brian K. Briggs, SRK Consulting (US), Inc., and Bret Swanson, Case No: 14CV032866, District Court, Denver County, Colorado. Santa Fe is seeking damages for breach of ~~the~~Black ~~Confidentiality~~Hawk Agreement as well as for conversion of Santa Fe’s confidential information. Tyhee Gold Corp. has filed a counter-claim for tortuous interference with prospective contractual relationships with Koza Gold. On July 31, 2017, this case was dismissed with prejudice.Project

~~Wagner~~Property ~~Equipment~~Location 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 $23,677. For the year ended June 30, 2019, 2018 and 2017, as restated, interest expense was $10,131, $10,132, and $31,899 respectively. The court appointed trust made a payment in December 2016 of $4,591 which was applied against accrued interest. Accrued interest on the obligation at June 30, 2019, 2018 and 2017 was $47,571, $37,440 and $27,308.Access

InThe ~~November~~Black ~~2018~~Hawk district, ~~Santa~~also Fecalled ~~filed~~the aBullard’s ~~complaint~~Peak district in ~~Luna~~some ~~County~~references, ~~District~~is ~~Court,~~located ~~State~~approximately 15 miles west-southwest of Silver City New Mexico,. ~~requesting~~Santa aFe ~~$930,000~~Gold ~~money~~Corp. ~~judgment~~owns ~~against~~13 ~~Mr.~~patented and ~~Mrs.~~82 ~~Laws,~~unpatented inmining ~~addition~~claims tocovering ~~foreclosing~~approximately on72% of the ~~mortgage~~known ~~Mr.~~extent ~~and~~of Msthe district. ~~Laws~~This ~~granted~~property toincludes ~~Santa~~four Feof onthe ~~real~~five ~~property~~mines towith ~~secure~~recorded ~~the~~production ~~promissory~~among ~~note~~which ~~located~~are inthe ~~Luna~~two ~~County~~largest, ~~New~~the ~~Mexico.~~Black MrHawk and the Alhambra. ~~Laws~~The ~~has~~property ~~pleaded~~is ~~guilty~~reached toby ~~various~~truck ~~charges~~on ~~brought~~a ~~against~~private ~~him~~dirt byroad ~~government~~that ~~officials,~~turns ~~which~~left ~~include~~off ~~the~~a ~~Company~~paved ~~allegations.~~highway, ~~Mr.~~which ~~Laws~~access road is ~~currently~~approximately ~~awaiting~~15 ~~sentencing~~miles onwest-southwest ~~the~~of ~~pleaded~~Silver ~~to charges~~City. The ~~Company~~claims ~~attorneys~~are ~~have filed~~ all ~~required~~located ~~documents~~within ~~for~~approximately ~~future~~1,900 ~~monetary settlements to be determined by the court~~acres.

InProperty ~~November~~Description 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.

InThe ~~November~~Black ~~2017~~Hawk district, ~~the~~sometimes ~~Company~~referred ~~entered~~to ~~into~~as ~~substantially~~the ~~identical~~Bullard ~~agreements~~Peak ~~with~~district, ~~Fortune~~is ~~Graphite,~~located ~~Inc.~~in ~~and~~Grant ~~Worldwide~~County, ~~Graphite~~New ~~Producers~~Mexico, ~~Ltd.~~approximately to15 ~~acquire~~miles aby ~~total~~road west of ~~four~~Silver ~~placer~~City, ~~claims~~New ~~for~~Mexico, ~~aggregate~~the ~~consideration~~terminus of ~~Can$400,000~~a ~~and~~branch ~~the~~line ~~issuance~~ of 10the Atchison,~~000,000~~ ~~shares~~Topeka ofand ~~Company~~Santa ~~common~~Fe ~~stock~~Railway. The ~~Company~~district ~~owes~~is in the ~~sellers~~northeastern ~~Can$140,000~~foothills ~~and~~of ~~10,000,000~~the ~~shares~~Big Burro Mountains at an altitude of ~~Company~~approximately ~~common~~5,450 ~~stock~~to 6,150 feet. ~~Based~~Scattered ~~upon~~junipers, ~~our~~scrub ~~subsequent~~oak, ~~scrutiny~~small pines, and ~~analysis~~brush ofcover the ~~transaction,~~hillsides. ~~the~~Most ~~Company~~of inthe ~~February~~district ~~2019~~is ~~initiated~~drained anby ~~arbitration~~way ~~proceeding~~of ~~against~~Black ~~the~~Hawk ~~seller~~Canyon towhich ~~void~~bisects ~~and rescind~~ the ~~purchase~~area ofand ~~these~~flows ~~British~~northward ~~Columbia~~to ~~properties~~Mangas Creek, ~~including~~but ~~requesting~~the ~~additional~~eastern ~~remedies. The~~part ~~Company~~is ~~cannot~~drained ~~predict~~by ~~the~~tributaries ~~outcome~~ of ~~this~~Silver ~~arbitration~~Dale Creek, ~~and~~which ~~there~~flows ~~can~~northeastward beto noMangas ~~assurance~~Creek. ~~that~~Mangas ~~the~~Creek ~~Company~~flows ~~will~~into ~~not~~the ~~lose~~Gila ~~its~~River ~~interest~~about in9 ~~these~~miles ~~claims,~~northwest orof ~~owe~~the ~~seller~~mouth ~~the~~of ~~remaining~~Black ~~outstanding~~Hawk ~~amounts~~Canyon. InThe ~~connection~~ore ~~with~~in ~~this arbitration,~~ the ~~Company’s~~Black ~~legal~~Hawk ~~position~~district isappears to ~~void~~be ~~the~~controlled ~~transaction~~by ~~and~~rock lithology, ~~due~~with to the ~~uncertainty~~host ofrock ~~the~~being ~~outcome,~~a ~~has~~coarse-grained ~~provided~~quartz andiorite. ~~impairment~~Vein ofboundaries are sharp and the ~~amount~~vein atfilings ~~June~~are ~~30,~~generally ~~2019,~~recognizable invisually. ~~the~~Mineral ~~amount~~property ofclaims ~~$210,116.~~ are as follows:

33Patented Lode Claims

With the completion of the bankruptcy in June 2016, all pending legal actions were reinstated and debts at the time of the bankruptcy are currently due and in default, but none of the then existing litigation has to date resulted in subsequent legal proceedings. There can be no assurance that subsequent legal proceedings will not materialize. After the dismissal of the bankruptcy case, the Company had limited assets, but remained liable for all commitments and debts that then were outstanding. Santa Fe Gold Barbados, The Lordsburg Mining Company and AZCO are subsidiaries of the Company with nominal assets and all of their commitments, debts and legal proceedings remain. The bankruptcy court set up a trust fund funded by the activities of the Summit mine (main asset sold in bankruptcy proceedings) for five years from reopening of the mine and the trust funds will be distributed by an independent trustee to certain unsecured creditors of record.

	Name	MS No.
1	Alhambra Lode	MS 869
2	Kent County Lode	MS 778

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. 31

ITEM 4. MINE SAFETY DISCLOSURES

3	Blackhawk Lode	MS 364A
4	Butternut Lode	MS 546
5	Little Rody Lode	MS 365A
6	Extension Lode	MS 772
7	Pumpkin Lode	MS 548
8	Silver Glance Lode	MS 366A
9	Good Hope Lode	MS 480
10	Chicago Lode	MS 771
11	Surprise Lode	MS 367A
12	Cornicopia Lode	MS 770
13	Stonewall Lode	MS 547

~~Pursuant~~Unpatented toLode 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.Claims

	Name	BLM Serial Number
1	Alhambra Extension – Lode	NMMC 50356
2	Easy Days – Lode	NMMC 50357
3	Old Hobson – Lode	NMMC 50358
4	Argentine No. 5 – Lode	NMMC 85992
5	Argentine No. 6 – Lode	NMMC 85993
6	Argentine No. 7 – Lode	NMMC 85994
7	Argentine No. 8 – Lode	NMMC 85995
8	Argentine No. 9 – Lode	NMMC 85996
9	Argentine No. 17 – Lode	NMMC 86004
10	Argentite #1 – Lode	NMMC 64721
11	Argentite #2 – Lode	NMMC 64722
12	Argentite #3 – Lode	NMMC 64723
13	Argentite #4 – Lode	NMMC 64724
14	Argentite #10 – Lode	NMMC 64725
15	Argentite #11 – Lode	NMMC 64726
16	Argentite #12 – Lode	NMMC 64727
17	Argentite #13 – Lode	NMMC 64728
18	Argentite #14 – Lode	NMMC 64729
19	Argentite #15 – Lode	NMMC 64730
20	Argentite #16 – Lode	NMMC 64731
21	Argentite #18 – Lode	NMMC 64732
22	Argentite #19 – Lode	NMMC 64733
23	Argentite #20 – Lode	NMMC 64734
24	Argentite #21 – Lode	NMMC 64735
25	Argentite #22 – Lode	NMMC 64736
26	Contention #1 – Lode	NMMC 64719
27	Contention #2 – Lode	NMMC 64720
28	No Show #1 – Lode	NMMC 106382
29	No Show #2 – Lode	NMMC 106383
30	No Show #3 – Lode	NMMC 106384
31	No Show #4 – Lode	NMMC 106385
32	No Show #5 – Lode	NMMC 106386
33	No Show #6 – Lode	NMMC 106387
34	No Show #7 – Lode	NMMC 106388
35	No Show #8 – Lode	NMMC 106389
36	No Show #9 – Lode	NMMC 106390
37	No Show #10 – Lode	NMMC 106391
38	No Show #11– Lode	NMMC 106392
39	No Show #12 – Lode	NMMC 106393
40	No Show #13 – Lode	NMMC 106394

~~PART II~~32

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASE OF EQUITY SECURITIES

41	No Show #14 – Lode	NMMC 106395
42	No Show #15 – Lode	NMMC 106396
43	No Show #16 – Lode	NMMC 106397
44	No Show #17 – Lode	NMMC 106398
45	No Show #18 – Lode	NMMC 106399
46	No Show #19 – Lode	NMMC 106400
47	No Show #20 – Lode	NMMC 106401
48	Rhonda #1 – Lode	NMMC 106402
49	Rhonda #2 – Lode	NMMC 106403
50	Rhonda #3 – Lode	NMMC 106404
51	Rhonda #4 – Lode	NMMC 106405
52	Rhonda #5 – Lode	NMMC 106406
53	Rhonda #6 – Lode	NMMC 106407
54	Rhonda #7 – Lode	NMMC 106408
55	Rhonda #8 – Lode	NMMC 106409
56	Rhonda #9 – Lode	NMMC 106410
57	Rhonda #10 – Lode	NMMC 106411
58	Rhonda #11 – Lode	NMMC 106412
59	Rhonda #12 – Lode	NMMC 106413
60	Rhonda #13 – Lode	NMMC 106414
61	Rhonda #14 – Lode	NMMC 106415
62	Rhonda #15 – Lode	NMMC 106416
63	Rhonda #16 – Lode	NMMC 106417
64	Rhonda #17 – Lode	NMMC 106418
65	Rhonda #18 – Lode	NMMC 106419
66	Pec-II #1 – Lode	NMMC 106420
67	Barite – Lode	NMMC 109082
68	Barite No. 2 – Lode	NMMC 109083
69	Barite No. 3 – Lode	NMMC 109084
70	Jody #1 – Lode	NMMC 115276
71	Jody #2 – Lode	NMMC 115277
72	Jody #3 – Lode	NMMC 115278
73	Jody #4 – Lode	NMMC 115279
74	Jody #5 – Lode	NMMC 115280
75	Jody #7 – Lode	NMMC 115281
76	Jody #8 – Lode	NMMC 115282
77	Jody #9 – Lode	NMMC 115283
78	Jody #10 – Lode	NMMC 115284
79	Stonewall Surprise – Lode	NMMC 193678
80	Alhambra Extension 2 – Lode	NMMC 193679
81	No Show No. 21 – Lode	NMMC 193680
82	No Show No. 23 - Lode	NMMC 193681

~~Market~~History ~~Information~~and Prior Operations

~~Our~~The ~~common~~Black ~~stock~~Hawk ~~trades~~district ~~over-the-counter~~was ~~and~~discovered isin ~~quoted~~1881 byand ~~OTC~~was ~~Markets~~in ~~Group,~~production ~~Inc.~~until ~~under~~ the ~~symbol~~so called “~~SFEG.~~silver panic” ~~Currently,~~ ~~OTC~~of ~~has~~1893. ~~placed~~Since aits ~~“stop~~main ~~sign”~~productive onperiod, ~~the~~ending ~~trading~~in ~~symbol~~its ~~because~~closure ~~the~~in ~~Company~~late is1893 ~~not~~or ~~current~~early in1894, ~~its~~there ~~filings~~has ~~with~~been ~~the~~little ~~SEC. The~~activity ~~table~~in ~~below~~the ~~sets~~Black ~~forth~~Hawk ~~the~~district. ~~high~~One ~~and~~of ~~low~~the ~~bid~~mines, ~~prices~~the ~~for~~Black ~~our~~Hawk ~~common~~was ~~stock~~reopened asin ~~reflected~~1917 onand bysome ~~OTC~~development ~~Markets~~done ~~for~~in the ~~period~~upper ~~described~~levels. ~~Trading~~ isBoth ~~sporadic~~the ~~and~~Black ~~limited.~~Hawk ~~Quotations~~and ~~represent~~the ~~prices~~Alhambra ~~between~~were ~~dealers,~~reopened doat ~~not~~different ~~include~~times ~~retail~~in ~~markups~~the 1950’s, ~~markdowns~~1960’s, and the 1970’s but no sustained development or ~~commissions,~~production ~~and~~was doachieved. ~~not~~There ~~necessarily~~has ~~represents~~been atsome ~~which~~trenching ~~actual~~and ~~transactions~~surface ~~were~~Geochem ~~affected~~work done at various times.

~~OTCBB~~Project Status and Exploration Activities

	(U.S. $)
	HIGH		LOW
Fiscal 2020
Quarter ended September 30, 2019	0.0940		0.0650
Quarter ended December 31, 2019	0.0950		0.0401
Fiscal 2019
Quarter ended September 30, 2018	0.1060		0.0522
Quarter ended December 31, 2018	0.0859		0.0401
Quarter ended March 31, 2019	0.1380		0.0490
Quarter ended June 30, 2019	0.1050		0.0510
Fiscal 2018
Quarter ended September 30, 2017	0.1250		0.0801
Quarter ended December 31, 2017	0.1971		0.0700
Quarter ended March 31, 2018	0.1950		0.1100
Quarter ended June 30, 2018	0.1430		0.0850
Fiscal 2017
Quarter ended September 30, 2016	0.0700	0.0115
Quarter ended December 31, 2016	0.0800	0.0250
Quarter ended March 31, 2017	0.2323	0.0441
Quarter ended June 30, 2017	0.1820	0.0710

We have not established that our Black Hawk and Bullard Peak rights contain proven or probable reserves, as defined under Reg S-K 1300. No exploration activities have commenced to date and no exploration costs have been incurred or paid. To date, the Company

~~Holders of Common Equity~~33

Ashas ofnot ~~June~~(i) 30commenced or adopted plans to conduct any exploration, ~~2020~~(ii) prepared drilling plans, weproposals, ~~had~~timetables ~~approximately~~or ~~846~~budgets ~~holders~~for ofexploration ~~record~~work, ofor ~~our~~(iii) ~~common~~identified ~~stock~~engineers and other personnel that will conduct or assist in any exploration work. The Company will need to raise funds to conduct exploration work and it currently lacks firm commitment financing for any exploration activities.

~~Transfer~~The ~~Agent~~Company will need to prepare the property for exploration and drilling activities, including building infrastructure, installing facilities, and purchasing equipment. Future exploration drilling on any of our properties that consist of BLM land will require us to either file a Notice of Intent (NOI) or a Plan of Operations with the BLM, depending upon the amount of new surface disturbance that is planned. A Notice of Intent is required for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period. The Company currently lacks sufficient capital to fund these expenditures and is currently allocating working capital to the Jim Crow and Billali project.

~~Colonial~~On ~~Stock~~December ~~Transfer~~1, Co2020, the Company made a joint announcement with Texas Mineral Resources Corp. is(“TMRC”), of the ~~transfer~~execution ~~agent~~of ~~for~~a ~~our~~letter ~~common~~agreement ~~stock~~to pursue, negotiate and thereafter enter into a definitive joint venture agreement with TMRC to jointly explore and develop a targeted silver property to be selected by TMRC among patented and unpatented mining claims held by Santa Fe Gold within the Black Hawk Mining District in Grant County, New Mexico. ~~The~~Completion ~~principal~~of ~~office~~a joint venture agreement is subject to the successful outcome of ~~Colonial~~a ~~Stock~~multi-phase ~~Transfer~~exploration Coplan to be undertaken in the near future by TMRC. isUnder ~~located~~terms atof 66the ~~Exchange~~letter ~~Place~~agreement TMRC plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe Gold consisting of geologic mapping, ~~Salt~~sampling, ~~Lake~~trenching, ~~City~~radiometric surveying, ~~Utah~~geophysics, ~~84111~~drilling and/or other methods as warranted. The purpose of the ~~telephone~~letter ~~number~~agreement iswas ~~(801)~~to ~~355-5740~~allow TMRC the ability to enter onto the Company’s property, begin incurring the costs associated with the work necessary to secure a bankable feasible study. The parties may then secure the funding needed to develop and mine the 80 acres that TMRC identifies. TMRC will be responsible for mining operations and will receive 51% of the profits as defined in the definitive agreement, when executed. The Company will receive 49% of the profits.

~~Dividend~~On ~~Policy~~July 28, 2022, TMRC issued a press release that updated the successful completion of their geophysical work in the Blackhawk mining district in New Mexico. The related project details that were provided to TMRC by the advanced technology deployed were cost effective and will assist TMRC in developing their next phase in their exploration program on project site.

WeMineralization have never declared or paid dividends on our common stock. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including the terms of any credit arrangements, our financial condition, operating results, current and ~~anticipated cash needs and plans for expansion.~~Geology

~~Securities~~Mineralization ~~Authorized~~in ~~for~~the ~~Issuance~~Black ~~under~~Hawk ~~Equity~~mining ~~Compensation~~district ~~Plans~~consists of numerous narrow carbonate veins containing varying amounts of cobalt, nickel, silver, uranium, and arsenic. It is one of a well-known, but poorly understood, geologic type of mineral deposit generally called “five element veins”. They are also rich in uranium, nickel and, of interest today, cobalt. In the Black Hawk district, the host is a coarse-grained quartz diorite. Mining conditions within the veins are good. The lack of strong alteration results in stable walls requiring minimum support, only occasional faults or gouge zones require timber. Vein boundaries are sharp and the vein fillings are easily recognizable visually.

WeThe doSilver ~~not~~City ~~have~~quadrangle ~~any~~covers ~~effective~~approximately ~~equity~~20,650 ~~compensation~~square ~~plan~~kilometers chiefly in the southern basin and range province of Southwestern New Mexico and Southeastern Arizona. Bedrock of the ranges includes Precambrian igneous and metamorphic rocks, ~~whether~~Paleozoic ~~approved~~sedimentary byrocks, ~~shareholders~~Mesozoic igneous and sedimentary rocks, and Cenozoic igneous rocks. The intervening basins, which constitute about 65% of the quadrangle’s surface area, are filled with Late Cenozoic (Pliocene-Pleistocene) sedimentary deposits in places to depths of more than 1,000 meters. The geology of each range is generally different, and most rock units and pre-basin and range structures cannot be correlated across the basin areas. The principal hydrothermal ore-forming processes in the quadrangle are believed to be attributable to subduction-related events including complex eruptive systems during two distinct periods in the development of the western orogenic continental margin: (i) a medium-potassium calcium/alkaline volcanic arc system in late Cretaceous/early Tertiary time (the Laramide orogeny 80/50 million years ago); and (ii) a high-potassium calcium/alkaline volcano-plutonic arc system in middle Tertiary time (30/15 million years ago). The hydrothermal-magmatic vein and pegmatite type deposits are probably Precambrian in age and the syngenetic sedimentary and volcanic deposits range in age from Cambrian to late Tertiary (or ~~not~~younger).

~~Recent~~Although ~~Sales~~there is some local variation in some of ~~Unregistered~~the ~~Securities~~districts, the five metal types of deposits in the Black Hawk district are fissure veins where the carbonate and the ore minerals fill open space caused by the fracturing. The ore generally occurs in small high-grade pods or shoots randomly distributed within the fracture zone. The location of these open spaces is the sole recognized control of ore distribution. The favorability of the host seems to be governed by its fracturing characteristics rather than any chemical factor. Generally, in these deposits there is one favored rock type that accounts for most of the production. At the Black Hawk district, the preferred host rock is the coarse-grained quartz diorite.

~~Unless~~The ~~otherwise~~project ~~indicated~~requires ~~below,~~further ~~the~~evaluation ~~following~~of ~~securities~~its ~~were~~mineralogical ~~offered~~makeup and ~~sold~~economic bymodeling to determine the ~~Company~~appropriate incourse ~~reliance~~for ~~upon~~any ~~exemptions~~potential ~~from~~future ~~registration~~development ~~pursuant~~and toproduction. ~~Section~~The 4(Company has not conducted a~~)(2)~~ ofpreliminary feasibility study for the ~~Securities~~project ~~Act~~at the time of ~~1933,~~filing asthis ~~amended~~Registration ~~(“Securities~~Statement. ~~Act”)~~Upon ~~and~~completion of the preliminary feasibility study for the project, ~~with~~the ~~respect~~Company will prepare an impairment analysis of the project to ~~foreign~~determine if an impairment is required at that time.

3534

~~investors,~~Power ~~Regulation S promulgated under the Securities Act. In connection with transactions referenced below, other than issuances to the Company’s officers, directors, employees~~ and consultants for services, the Company obtained representations 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. In connection with sales of our equity securities for cash between July 2016 through August 2018, an aggregate of $705,042 cash was paid as finders fees on sales to existing shareholders who had already made their purchase decisions prior to purchasing. These sales were made fees paid in a manner consistent with the SEC’s Paul Anka No Action Letter (Issued July 24, 1991). That is, (a) the finder did not have involvement in negotiating or structuring transactions with investors (they had already made the decisions to purchase based on their own criteria, no sales material was provided by the finder with the sole exception of a blank subscription agreement that the finder was provided by the Company and that was provided along with the per share price to the investor as a courtesy); (b) the finder did not value or opine as to the Company’s common stock’s value and did not participate in negotiating on behalf of the investor or the Company; (c) the finder was not in the business of brokering transactions and its activity, as a finder, was isolated to helping the Company and (d) although fees were paid in connection with the sales of the Company’s common stock, this was disclosed on the subscription agreements and the other items were as limited or more limited than those that were present that gave rise to the SEC’s Paul Anka No-Action Letter. (Id.) Further, not only did the investors have a pre-existing relationship with the finder but in the Anka No-Action Letter none of the prospective investors was an existing shareholder. No commissions or finder’s fees were paid in connection with the placement of common stock subsequent to August 2018.Water

36The Company will be required to use water from the mine. Water will be pumped from a mine using one or more electric pumps powered by one or more on-site generators placed on site. Water will be stored in an on-site water tank placed on site for use in processing. We believe that the water we collect from will be sufficient for exploration, development and production purposes. The Company will be required to place a generator(s) on the property for electricity required to run the water pumps and for other operational purposes.

Date	Description	Number of Shares	Purchaser	Proceeds ($)	Consideration
July 2016	Common Stock and Warrants	32,000,000	Investors	212,000	Cash
July 2016	Common Stock	1,000,000	Consultant	Nil	Advisory Services
September 2016	Common Stock	2,300,000	Consultants	Nil	Advisory Services
September 2016	Common Stock and Warrants	3,625,000	Investors	145,000	Cash
October 2016	Common Stock and Warrants	1,250,000	Investor	50,000	Cash
December 2016	Common Stock and Warrants	1,049,500	Investor	41,980	Cash
December 2016	Common Stock	5,638,725	Consultants	Nil	Advisory Services
January 2017	Common Stock	426,635	Consultants	Nil	Advisory Services
January 2017	Common Stock and Warrants	13,879,340	Investors	555,174	Cash
February 2017	Common Stock and Warrants	10,924,132	Investors	436,965	Cash
March 2017	Common Stock and Warrants	12,607,558	Investors	713,388	Cash
April 2017	Common Stock and Warrants	5,098,920	Investors	453,925	Cash
June 2017	Common Stock and Warrants	1,250,300	Investors	100,024	Cash
June 2017	Common Stock	5,665,360	Investor	Nil	Advisory Services
July 2017	Common Stock and Warrants	187,187	Investors	14,975	Cash
August 2017	Common Stock and Warrants	14,764,793	Investors	1,181,183	Cash
September 2017	Common Stock and Warrants	16,863,344	Investors	1,349,068	Cash
October 2017	Common Stock and Warrants	975,688	Investors	78,055	Cash
November 2017	Common Stock	2,000,000	Investor	Nil	Advisory Services
December2017	Common Stock and Warrants	12,507,872	Investors	1,000,631	Cash
January 2018	Common Stock and Warrants	4,222,265	Investors	337,781	Cash
February 2018	Common Stock and Warrants	500,000	Investors	40,000	Cash
March 2018	Common Stock and Warrants	815,575	Investors	65,246	Cash
April 2018	Common Stock	1,000,000	Investor	Nil	Advisory Services
April 2018	Common Stock and Warrants	499,688	Investors	39,975	Cash
May 2018	Common Stock	526,484	Investor	Nil	Advisory Services
May 2018	Common Stock and Warrants	253,932	Investors	20,315	Cash
June 2018	Common Stock	600,0000	Investor	Nil	Advisory Services
August 2018	Common Stock	2,500,000	Investors	200,000	Cash
August 2018	Common Stock	200,000	Investor	Nil	Advisory Services
November 2018	Common Stock	1,250,000	Investor	100,000	Cash
December 2018	Common Stock	625,000	Investor	50,000	Cash
January 2019	Common Stock	2,050,000	Investors	164,000	Cash
January 2019	Common Stock	179,134	Investor	Nil	Advisory Services
February 2019	Common Stock	2,425,000	Investors	194,000	Cash
February 2019	Common Stock	1,000,000	Investor	Nil	Advisory Services
March 2019	Common Stock	833,333	Investors	50,000	Cash
April 2019	Common Stock	177,901	Investor	Nil	Advisory Services
April 2019	Common Stock	6,816,667	Investors	404,000	Cash
June 2019	Common Stock	1,500,000	Investor	Nil	Advisory Services
June 2019	Common Stock	8,899,720	Investors	499,980	Cash
July 2019	Common Stock	181,466	Investor	Nil	Advisory Services
August 2019	Common Stock	12,285,714	Investors	860,000	Cash
October 2019	Common Stock	178,512	Investors	Nil	Advisory Services
November 2019	Common Stock	2,500,000	Investors	175,000	Cash
December 2019	Common Stock	2,500,000	Investors	175,000	Cash
January 2020	Common Stock	175,439	Investors	Nil	Advisory Services
January 2020	Common Stock	3,000,000	Investors	210,000	Cash
March 2020	Common Stock & Warrants	3,000,000	Investors	150,000	Cash
April 2020	Common Stock & Warrants	4,000,000	Investors	200,000	Cash
April 2020	Common Stock	230,404	Investors	Nil	Advisory Services
April 2020	Common Stock	3,500,000	Investors	210,000	Cash
May 2020	Common Stock	2,166,667	Investors	130,000	Cash

REGULATION S-K 1300 DEFINITIONS

37The following definitions are taken from Regulation S-K 1300 which goes into effect in the First Fiscal Quarter of Operations for the Company’s Fiscal year 2022. Previously the Company made disclosures in compliance with Industry Guide 7 for the mining industry entitled “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” contained in the Securities Act Industry Guides published by the United States Securities and Exchange Commission, as amended. There are a number of definitional changes. The following terms have the definitions set opposite them under Regulation S-K 1300:

Exploration Stage Property		The term “exploration stage property” is a property that has no mineral reserves disclosed.

Development Stage Property		The term “development stage property” is a property that has mineral reserves disclosed, pursuant to …[the definition in Reg S-K 1300], but no material extraction.

Inferred Mineral Resource		The term “inferred mineral resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

Mineral Reserves		The term “mineral reserve” is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted

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

Probable Mineral Reserve		The term “probable mineral reserve” is the economically mineable part of an indicated and, in some cases, a measured mineral resource.

Production Stage Property		The term “production stage property” is a property with material extraction of mineral reserves.

Proven Mineral Reserve		The term “proven mineral reserve” is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

Qualified Person		The term “qualified person” is an individual who is:
		(1) A mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and
		(2) An eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared. For an organization to be a recognized professional organization, it must:
		(i) Be either:
		(A) An organization recognized within the mining industry as a reputable professional association; or
		(B) A board authorized by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field;
		(ii) Admit eligible members primarily on the basis of their academic qualifications and experience;
		(iii) Establish and require compliance with professional standards of competence and ethics;
		(iv) Require or encourage continuing professional development;
		(v) Have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and
		(vi) Provide a public list of members in good standing.
		Relevant experience means, for purposes of determining whether a party is a qualified person, that the party has experience in the specific type of activity that the person is undertaking on behalf of the registrant. If the qualified person is preparing or supervising the preparation of a technical report concerning exploration results, the relevant experience must be in exploration. If the qualified person is estimating, or supervising the estimation of mineral resources, the relevant experience must be in the estimation, assessment and evaluation of mineral resources and associated technical and economic factors likely to influence the prospect of economic extraction. If the qualified person is estimating, or supervising the estimation of mineral reserves, the relevant experience must be in engineering and other disciplines required for the estimation, assessment, evaluation and economic extraction of mineral reserves.
		(1) Relevant experience also means, for purposes of determining whether a party is a qualified person, that the party has experience evaluating the specific type of mineral deposit under consideration (e.g., coal, metal, base metal, industrial mineral, or mineral brine). The type of experience necessary to qualify as relevant is a facts and circumstances determination. For example, experience in a high-nugget, vein-type mineralization such as tin or tungsten would likely be relevant experience for estimating mineral resources for vein-gold mineralization, whereas experience in a low grade disseminated gold deposit likely would not be relevant.

		Note 1 to paragraph (1) of the definition of relevant experience: It is not always necessary for a person to have five years' experience in each and every type of deposit in order to be an eligible qualified person if that person has relevant experience in similar deposit types. For example, a person with 20 years' experience in estimating mineral resources for a variety of metalliferous hard-rock deposit types may not require as much as five years of specific experience in porphyry-copper deposits to act as a qualified person. Relevant experience in the other deposit types could count towards the experience in relation to porphyry-copper deposits.

		(2) For a qualified person providing a technical report for exploration results or mineral resource estimates, relevant experience also requires, in addition to experience in the type of mineralization, sufficient experience with the sampling and analytical techniques, as well as extraction and processing techniques, relevant to the mineral deposit under consideration. Sufficient experience means that level of experience necessary to be able to identify, with substantial confidence, problems that could affect the reliability of data and issues associated with processing.
		(3) For a qualified person applying the modifying factors, as defined by this section, to convert mineral resources to mineral reserves, relevant experience also requires:
		(i) Sufficient knowledge and experience in the application of these factors to the mineral deposit under consideration; and
		(ii) Experience with the geology, geostatistics, mining, extraction and processing that is applicable to the type of mineral and mining under consideration. (Remainder of page left blank.)

The SEC replaced its disclosure requirements for mining companies and replacing Industry Guide 7 with Regulation S-K 1300 et. seq. This new disclosure goes into effect for the Company beginning with the first quarter of our fiscal year beginning July 1, 2021. Because of this, we are required to file our annual reports and quarterly reports aligned to S-K 1300 requirements. The S-K 1300 is aligned more closely to CRIRSC definitions and shares similarities with, but not equal to, other reporting codes applicable to the mining industry such as NI 43-101. Industry Guide 7 will remain effective until all registrants are required to comply with the rules, at which time Industry Guide 7 will be rescinded. Note that under Reg. S-K 1300, there is a greater focus on “materiality” and integrity or quality of information. The concept of a “qualified person” is added where there are results of exploration disclosed in terms of quantified mineral content and the various reports with the prescribed content required in each, every technical report referenced under Regulation. S-K 1300 must be prepared by a qualified person. Thus, where previously we could have disclosed certain limited exploration results that we were able to secure from the prior owner of a property in which we now have mining interests, where the data was incomplete and yet the prior owner’s notes did have the gold and silver content listed per ton at various drill holes listed, where that information was purported to have come from a report prepared in a large exploration program of the area where the property is situated, however under Regulation S-K 1300 we may not disclose that information if it was not based on work prepared by a qualified person. Without a way to determine that the reports, summary technical report or property disclosure was prepared by a qualified person, as defined in Regulation S-K 1300. Under Item 1302(a)(1) of Regulation S-K 1300, we may disclose historical information in technical reports, property disclosures and other summaries of work, provided it is based on the work of a qualified person. However, since it is from the prior owner’s notes and those notes were incomplete and there isn’t a way to determine conclusively if it was based on the work of a qualified person, we have determined that the information may not be disclosed.

ITEM 3. LEGAL PROCEEDINGS

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

Boart Longyear 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. Accrued interest on the obligation at June 30, 2022 and 2021 was $53,322 and $45,002 respectively. Interest on the obligation for the years ended June 30, 2022 and 2021 was $8,320, respectively for both years.

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. Accrued interest on the obligation at June 30, 2022 and 2021 was $77,994 and $67,862, respectively. Interest on the obligation for the years ended June 30, 2022 and 2021 was $10,132, respectively.

A former 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 on 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 included 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.

Subsequent professional costs including legal, auditing, forensic accounting and related filing costs related to this event have been added to the amounts owed by Mr. Laws. As of the filing of this annual report, we have determined that the costs associated with Mr. Laws action currently aggregate to approximately $1,651,263 including legal charges and forensic accounting, of which we have collected $990,632 in cash and property with an estimated net market value of $25,800 as of the date of filing of this Form 10-K.

As of the filing of this report, Mr. Laws has plead guilty to various charges brought against him by the U. S. District Attorney for the District of New Mexico, which include the Company’s allegations. Mr. Laws has been sentenced on the charges which he plead, to 81 months in prison. Currently he is serving that sentence. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court. In November 2020 the court awarded various Law’s properties to the Company and in

December 2020 the Company was provided good title, free and clear of any encumbrances to them. Law’s residence was levied on pursuant to court order and has been sold by the court and the net proceeds received by the Company in March 2021. The Company does not anticipate receiving any additional substantial reimbursement of the remaining expenses that were incurred as a result of Laws malfeasance after the sale of the remaining property received from the court.

In April 2021, the Company was served with a complaint in the State of Florida by Euro Bentley Advisors, LLC (“EBA”) for the sum of $120,000 based on the alleged breach of contract between the Company and EBA. The Company has settled this litigation in the amount of $100,000 and has paid $30,000 against this obligation in our quarter ending December 2021 and the remaining $70,000 was paid in February 2022.

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business.

ITEM 4. MINE SAFETY DISCLOSURES

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, 2022 and 2021, 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 material mining activity had commenced.

PART II

Market Information

Prior to the Commission stop order on the trading of our common stock and deregistration on December 17, 2020, our common stock traded on the OTC PINK Exchange under the ticker symbol “SFEG.” The following table sets forth, for the periods indicated, the high and low closing sales prices of our common stock. Trading was sporadic and limited. Quotations represent prices between dealers, do not include retail markups, markdowns, or commissions, and do not necessarily represent at which actual transactions were affected.

OTCPINK

	(U.S. $)
	HIGH	LOW
Fiscal 2022
Quarter ended September 30, 2021 Delisted	0.0000	0.0000
Quarter ended December 31, 2021 Delisted	0.0000	0.0000
Quarter ended March 31, 2022 Delisted	0.0000	0.0000
Quarter ended June 30, 2022 Delisted	0.0000	0.0000

Fiscal 2021
Quarter ended September 30, 2020	0.0940	0.0480
Quarter ended December 31, 2020	0.0598	0.0300
Quarter ended March 31, 2021 Delisted	0.0000	0.0000
Quarter ended June 30, 2021 Delisted	0.0000	0.0000

Holders of Common Equity

As of June 30, 2022, we had approximately 864 holders of record of our common stock.

Transfer Agent

Colonial Stock Transfer Co. is the transfer agent for our common stock. The principal office of Colonial Stock Transfer Co. is located at 7840 S 700 E, Sandy, Utah 84070 and the telephone number is (801) 355-5740.

Dividend Policy

We have never declared or paid dividends on our common stock. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including the terms of any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for expansion.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have an effective equity compensation plan, whether approved by shareholders or not.

Recent Sales of Unregistered Securities

During the Company’s 2021 and 2022 fiscal years ending June 30, the Company received proceeds from the sale of shares of its Common Stock of $929,000 and $414,500 respectively. A total of 15,366,668 shares were sold during fiscal 2021 at an average price per share of $0.0604 per share, with prices ranging between $0.05 and $0.07 per share. A total of 8,290,000 shares were sold during fiscal 2022 at a price of $0.0500 per share and were at a discount to the market price on the date of delisting at a discount price per share of $0.098 per share, The shares sold and issued were shares of restricted Common Stock made in reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act of 1933, and/or Rule 506 of Regulation D promulgated thereunder. The investors were “accredited investors” and/or “sophisticated investors” pursuant to Section 501(a) of the Securities Act, who provided the Company with representations, warranties and information concerning their qualifications as a “sophisticated investor” and/or “accredited investors.” The Company provided and made available, to the investors, full information regarding its business and operations. There was no general solicitation in connection with the offers or sales of the restricted securities. The investors acquired the restricted common stock for their own accounts, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares so purchased cannot be sold unless pursuant to an effective registration statement by the Company, or by exemptions from registration requirements of Section 5 of the Securities Act—the existence of any such exemptions is subject to legal review and approval by the Company.

Date	Security	Number of Shares	Purchaser	Proceeds ($)	Consideration
7/07/2020	Common Stock	750,0000	Investor	Nil	Bonus
7/13/2020	Common Stock	3,500,000	Investors	175,000	Cash
7/15/2020	Common Stock	1,500,000	Investor	105,000	Cash
7/28/2020	Common Stock	1,500,000	Investor	105,000	Cash
7/31/2020	Common Stock	213,162	Consultant	Nil	Advisory Services
9/03/2020	Common Stock	750,000	Investor	52,500	Cash
9/29/2020	Common Stock	833,334	Investor	50,000	Cash
10/08/2020	Common Stock	2,500,000	Investor	150,000	Cash
10/31/2020	Common Stock	230,167	Consultant	Nil	Advisory Services
11/04/2020	Common Stock	2,500,000	Investor	150,000	Cash
01/07/2021	Common Stock	250,000	Investor	17,500	Cash
01/11/2021	Common Stock	833,334	Investor	50,000	Cash
01/31/2021	Common Stock	250,000	Consultant	Nil	Advisory Services
02/22/2021	Common Stock	150,000	Investor	10,500	Cash
03/11/2021	Common Stock	1,000,000	Investor	60,000	Cash
03/22/2021	Common Stock	50,000	Investor	3,500	Cash
04/30/2021	Common Stock	250,836	Consultant	Nil	Advisory Services
7/12/2021	Common Stock	70,000	Investor	3,500	Cash
7/30/2021	Common Stock	2,000,000	Investor	100,000	Cash
8/17/2021	Common Stock	2,000,000	Investor	100,000	Cash
9/14/2021	Common Stock	100,000	Investor	5,000	Cash
10/28/2021	Common Stock	600,000	Investor	30,000	Cash
01/01/2022	Common Stock	60,000	Investor	3,000	Cash
02/02/2022	Common Stock	1,000,000	Investor	50,000	Cash
02/17/2022	Common Stock	1,400,000	Investor	70,000	Cash
04/21/2022	Common Stock	1,000,000	Investor	50,000	Cash
05/02/2022	Common Stock	60,000	Investor	3,000	Cash

ITEM 6. SELECTED FINANCIAL DATA

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 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Readers are cautioned that the following discussion contains certain forward-looking statements and should be read in conjunction with the “Cautionary Statement on Forward-Looking Statements” appearing at the beginning of this Annual Report. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in “Risk Factors” and elsewhere in this annual report. Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the Financial Statements of the Company and notes thereto included elsewhere in ~~the~~this Annual Report. See “Financial Statements”. Our actual future results may be materially different from what we currently ~~expect~~project.

Overview of Operating Highlights

~~The~~We ~~consolidated~~are ~~financial~~a ~~statements~~company ~~have~~engaged ~~been~~in ~~prepared~~the onbusiness aof ~~going concern basis~~acquiring, ~~which~~exploring ~~contemplates~~and ~~the~~developing ~~realization~~precious ofmetal ~~assets~~projects ~~and~~in ~~satisfaction~~New ofMexico. ~~liabilities~~We ~~and~~own ~~commitments~~an inadvanced ~~the~~stage ~~ordinary~~exploration ~~course~~project ofin ~~business. If~~ the ~~Company~~Black ~~becomes~~Hawk ~~unable~~mining todistrict ~~continue~~located asin aGrant ~~going concern~~County, itNew ~~may~~Mexico beand ~~unable~~have tothe ~~realize~~mineral ~~the~~and ~~carrying~~mining ~~value~~rights ofto ~~its~~our ~~assets~~project orin tothe ~~meet~~Steeple ~~its~~Rock ~~liabilities~~District, asGrant ~~they~~County ~~become~~New ~~due~~Mexico.

~~At the end of the Company’s fiscal year ending June 30, 2019, the Company wrote off debt and related accrued interest aggregating $12,507,540.~~ The ~~write~~consolidated ~~off~~financial ofstatements ~~debt~~have ~~was~~been ~~related~~prepared ~~to two finance facilities governed by and enforceable under British Columbia statutes. The Company retained legal services in British Columbia to research the British Columbia statutes of limitations~~ on ~~the~~a ~~collectability~~going ofconcern ~~the finance facilities. Legal counsel reviewed all related documents~~basis, ~~records~~which ofcontemplates ~~proceedings and all records and documents deemed relevant to~~ the ~~two~~realization ~~finance facilities. It was determined that the finance facilities were subject to the laws~~ of ~~the~~assets ~~Providence of British Columbia~~ and ~~the~~satisfaction ~~National laws~~ of ~~Canada.~~liabilities ~~The~~and ~~Company~~commitments ~~received~~in ~~a written legal opinion from legal counsel that any liability under~~ the ~~two~~ordinary ~~finance~~course ~~facilities because~~ of ~~the Limitations Act (British Columbia) and any relevant case law in British Columbia, were no longer enforceable~~business. ~~That~~If ~~is, because~~ the ~~statute~~Company ofbecomes ~~limitations~~unable ~~had run for the two finance facility liabilities pursuant~~ to ~~the~~continue ~~Limitations~~as ~~Act~~a ~~(British~~going ~~Columbia)~~concern, ~~that~~it nomay ~~future claims can~~ be ~~commenced~~unable into realize the ~~Providence~~carrying value of ~~British~~its ~~Columbia~~assets ~~and~~or ~~therefore,~~to ~~the~~meet ~~Company~~its ~~has~~liabilities noas ~~outstanding~~they ~~legal~~become ~~obligation on the two finance facilities~~due.

~~The~~We ~~Company~~have ~~paid~~a ~~off~~total aaccumulated ~~note~~deficit ~~payable~~of ~~settlement~~$114,974,250 ~~with~~at June 30, 2022. To continue as a ~~note~~going ~~holder~~concern, we are dependent on continued fund raising and ~~recorded~~future acash ~~forgiveness~~flow offrom ~~debt~~operations. ~~aggregating~~However, ~~$112~~currently we have no commitment in place from any party to provide additional capital and there is no assurance that such funding will be available,~~625~~ onor if available, that its terms will be favorable or acceptable to us or that sufficient cash flow will be obtained in our 2023 fiscal year, to allow us to meet our obligations as the ~~debt~~come ~~extinguishment~~due, and allow us to meet our current business plan.

WeCurrent ~~have~~Plan ~~a total accumulated deficit~~ of $93,478,670 at June 30, 2019. To continue as a going concern, we are dependent on continued fund raising and future cash flow from operations. However, currently we have no commitment in place from any party to provide additional capital and there is no assurance that such funding will be available, or if available, that its terms will be favorable or acceptable to us or that sufficient cash flow will be obtained in our 2020 fiscal year, to allow us to meet our obligations as the come due, or otherwise allow us to meet our business plan. All current funding is on a best-efforts basis, by the Company Operation

38We believe that investors will gain a better understanding of our Company if they understand how we measure and talk about our results. As an exploration company, we recognize the importance of managing our liquidity and capital resources. We pay close attention to non-discretionary cash expenses and look for ways to minimize them when possible. We ensure we have sufficient cash on hand to meet our annual land holding costs as the maintenance of mining claims and leases that are essential to preserve the value of our mineral property assets and mineral interests we hold.

~~Results~~For ofthe ~~Operations~~fiscal year 2023, our current business plan is to undertake the following:

~~The~~Finalize ~~following~~the ~~table~~mill ~~sets~~purchase ~~forth~~and ~~selected~~construction ~~Consolidated Statements of Operations data~~ for ~~the~~ore ~~periods~~processing ~~presented:~~and concentration.

	For the Year Ended June 30,
	2019		2018		2017 (As Restated)
Revenues	$	—	$	—	$	—
Exploration and mine related	174,329		43,302		89,374
General and administrative	2,669,351		1,603,947		2,020,462
Impairment of asset	210,116		—		—
Total expenses from operations	3,053,796		1,647,249		2,109,836
Loss from Operations	(3,053,796)		(1,647,249)		(2,109,836)
Other Income (Expense):
(Loss) gain on debt extinguishment	12,620,165		(18,824)		4,416,668
Gain on trust debt extinguishment	—		—		464,763
Recovery (misappropriation) of funds	458,427		(226,099)		(971,099)
Miscellaneous income	638		—		—
Foreign currency translation	—		—		(71,181)
(Loss) on derivative instruments liability	—		—		(26,974)
Financing costs-commodity supple agreement	(588,082)		(30,415)		291,166
Interest expense	(902,648)		(674,147)		(1,012,298)
Total Other Income (Expense)	11,588,500		(949,485)		3,091,045
Net Profit (Loss)	$	8,534,704	$	(2,596,734)	$	981,209

Continued mine enhancements at the Jim Crow and Billali mines.

~~Significant~~Resume ~~changes~~mining inoperations ~~our~~at ~~results~~the ofJim ~~operations~~Crow ~~are~~and ~~more~~Billali ~~fully described below~~mines.

~~Fiscal~~Process ~~Year~~ore ~~Ended~~into ~~June~~concentrates ~~30,~~and ~~2019~~monetize ~~Compared~~for toworking ~~Fiscal~~capital ~~Year~~cash ~~Ended June 30, 2018~~ flow.

~~Revenue~~41

~~During~~Results ~~the~~of ~~fiscal~~Operations years ended June 30, 2019 and 2018, the Company had no revenue during the fiscal years from an accounting perspective reported in this filing , although it continued analyzing mining opportunities during that period.

~~Operating~~The ~~Costs~~following ~~and~~table ~~Expenses~~sets forth Condensed Consolidated Statements of Operations data for the periods presented:

Our operating cost incurred in our fiscal year ended June 30, 2019, increased $1,406,547 from $1,647,249 in the fiscal year ended June 30, 2018 to $3,053,796 for the fiscal year ended June 30, 2019. Details of the significant changes are as follows:

	For the Year Ended June 30,
	2022		2021
Revenues	$	—	$	—
Exploration and mine related	124,447		546,895
General and administrative	1,332,181		1,662,022
Loss on asset disposition	—		1,836
Total expenses from operations	1,456,628		2,210,753
(Loss) from Operations	(1,456,628)		(2,210,753)
Other (Expense) Income	(877,464)		130,241
Net (Loss)	$	(2,334,092)	$	(2,080,512)

~~Exploration~~Significant ~~and~~changes ~~mine related costs: The increase~~ in ~~the~~our ~~current~~results ~~year~~ of ~~measurement~~operations ~~aggregated~~are ~~$131,027.~~more ~~The~~fully ~~increase~~described ~~consisted mainly of initial startup costs incurred at the Jim Crow Mine of $163,411~~below. General and administration increased $1,065,404 in the current year of measurement from $1,603,947 for the year ended June 30, 2018, to $2,669,351 for the year ended June 30, 2019. The increase was mainly a result increases in the following: option expense of $1,497,985, legal fees of $146,432 and transfer agent fees of $22,952. These increases were offset by decreases in the following: compensation costs of $83,964 and consulting fees of $418,854.

~~Other~~Fiscal ~~Income~~Year ~~(Expense)~~Ended June 30, 2022 Compared to Fiscal Year Ended June 30, 2021

Other income and (expense) for the fiscal year ended June 30, 2019, was $11,588,500 as compared to $(949,485) for the fiscal year ended June 30, 2018, an increase in other income of $12,537,985. The net increase in other income for the current year of measurement is mainly comprised of the increases in the following components: gain on debt forgiveness of $12,620,165 and recovered misappropriated funds of $458,427 as compared to a loss in the prior year of measurement of $(226,099). These increases were offset by increased expenses in financing costs-commodity supply agreement of $557,667 and interest expense of $228,501. Revenues

~~Subsequent~~We toare ~~our~~an ~~fiscal~~exploration ~~year~~stage ~~ended~~company ~~June~~as ~~30,~~defined ~~2017, on October 1, 2018, we disclosed~~ in aregulation ~~Form 8~~S-K ~~that~~300 ~~the~~with ~~board~~limited ofoperations ~~directors~~and ~~formed~~have agenerated ~~special~~no ~~committee~~revenues onduring ~~September~~our ~~26,~~fiscal ~~2018,~~years toended ~~investigate~~June ~~and~~30, ~~analyze~~2022 ~~certain~~and ~~financial transactions in the aggregate amount of~~ 2021.

39Operating Expenses

~~approximately~~Our $1operating ~~million~~cost ~~that~~incurred ~~occurred~~in ~~primarily between July 2016 and March 2018 involving Mr. Laws (~~our ~~former~~fiscal ~~chief~~year ~~executive~~ended ~~officer).~~June ~~The~~30, ~~special~~2022, ~~committee~~decreased ~~investigation determined that Mr. Laws currently owes the Company approximately~~ $1754,~~1,197,198~~125 ~~excluding~~from ~~penalty and accrued interest, of which~~ $~~485~~2,~~966~~210,753 ~~has~~in ~~been received by~~ the ~~Company~~fiscal ~~and~~year ~~the~~ended ~~Company~~June is30, ~~proceeding~~2021 ~~against Mr. Laws~~ to ~~collect~~$1,456,628 ~~the balance. The amount determined to be misappropriated~~ for the fiscal year ended June 30, ~~2018~~2022. ~~and~~Details ~~2017, was $226,099 and $971,099, respectively, exclusive~~ of ~~interest,~~the ~~penalties~~significant ~~and~~changes ~~future~~are ~~legal~~as ~~and forensic accounting services incurred~~follows.

~~Fiscal~~Exploration ~~Year~~and ~~Ended~~other ~~June~~mine 30related costs: The decrease in exploration and mine related costs incurred in the current fiscal year was $422,448 ~~2018~~and ~~Compared~~was a result of decreased activity at the Jim Crow mine. The decrease was mainly attributable to ~~Fiscal~~decreases ~~Year~~in ~~Ended~~the ~~June~~following 30areas: $269,702 ~~2017~~in ~~(As~~wages ~~Restated)~~and payroll burden costs, and other major areas of mine related operating costs of $152,746.

~~Revenue~~General and administrative: The decrease in general and administrative of $329,841 was mainly attributable to decreases in the following areas: salaries and related payroll burden of $47,306, consulting fees of $214,932, insurance of $23,487, SEC processing fees of $10,785 and legal fees of $110,456. These decreases were offset by increases in the following; BLM claim fees of $18,380, audit fees and miscellaneous general costs of $18,865 and costs associated with options and warrants of $41,300.

~~During~~Other ~~the~~Income ~~fiscal years ended June 30, 2018 and 2017~~ (~~As Restated~~Expense)~~, the Company had no operations during the fiscal years reported in this filing.~~

~~Operating~~Other ~~Costs~~income and ~~Expenses~~(expense) for the fiscal year ended June 30, 2022, was $(877,464) as compared to $130,241 for the fiscal year ended June 30, 2021, a decrease in other income of $(1,007,705). The net decrease in other income for the current year of measurement is mainly comprised of the decreases in the following other income components: gain on debt extinguishment of $226,367 and recovery of misappropriated funds of $540,702. These decreases in other income were offset by increased other expenses in financing costs-commodity supply agreement of $218,096 and interest cost of $22,538.

Our operating cost incurred in our fiscal year ended June 30, 2018, decreased $462,587 from $2,109,836 in the fiscal year ended June 30, 2017 (As Restated). Details of the significant changes are as follows.42

~~Exploration~~Recent ~~and~~Equity ~~mine related costs: The decrease in the current year of measurement aggregated $46~~Transactions,~~072.~~ ~~The~~Financing ~~decrease~~Facilities ~~mainly consisted of~~ and ~~decreased~~Debt ~~property taxes of $38,000 in our fiscal year ended June 30, 2018.~~Settlements

~~General~~Below ~~and~~summarizes ~~administration~~equity ~~decreased from $2~~financing,~~020,462~~ ~~for~~financing ~~the~~facilities ~~year~~and ~~ended~~debt ~~June~~settlements ~~30,~~in ~~2017~~our ~~(As~~fiscal ~~Restated),~~years ~~to $1,603,947 for the year~~ ended June 30, ~~2018.~~2022 ~~This decrease was mainly a result of decreased costs in consulting fees of $589,781, legal fees of $15,983, director fees of $15,000, judgement costs of $21,454~~ and ~~transfer~~2021 ~~agent~~as ~~fees of $9,403. These decreases are offset by increases in compensation costs of $112,176, audit and accounting fees of $90,803 and loss on wage conversion to equity of $24.824~~follows:

Other Income (Expense)

	For the Year Ended June 30,
	2022		2021
Restricted common stock sold to accredited investors		8,290,000		25,399,720

Funds Generated
Gross proceeds from equity financing	$	414,500	$	929,000
SBA PPP loan proceeds		—		127,520
Note payable proceeds		500,000		—
Insurance proceeds		—		17,906
Proceeds from sale of assets		38,167		—
Cash provided for working capital	$	952,667	$	1,074,426

Funds Utilized
Cash payments on notes payable	$	10,000	$	—
Payments on mineral leases		300,000		300,000
Purchase of property and equipment and deposits		179,469		22,860
Rent deposit		125		—
Payments on lease principle		4,403		17,503
Cash utilized from working	$	493,997	$	340,363

~~Other~~Significant income and (expense) for the fiscal year ended June 30, 2018, was $(949,485) as compared to $3,091,045 for the fiscal year ended June 30, 2017 (As Restated), an increase in other expense of $4,040,530. The net increase in other expense for the current year of measurement is mainly comprised of the following components: decreased gain on debt extinguishment of $4,440,492, a decrease gain on trust debt forgiveness of $464,763, and an increase loss on financing costs - commodity supply agreement of $321,581. These increases in expense items were offset by decreases in the following: misappropriation of funds of $745,000, loss on foreign currency translation of $71,181, loss on derivative financial instruments of $26,974 and interest expense of $338,151. Further information regarding the changes in ~~the~~our ~~various~~results ~~components~~ of ~~Other~~operations ~~Income~~are ~~(Expense)~~more ~~are~~fully ~~discussed~~described below.

OnLiquidity ~~June 30, 2016, the total outstanding principle~~ and ~~accrued~~Capital interest on the IGS Secured Convertible Notes totaled $3,545,940 in US dollars on our balance sheet. The loan and accrued interest are denominated in Australian dollars (A$). This reduced loss on foreign currency translation in the current year of measurement is the result of this loan obligation being paid off in fiscal year 2017. Resources

~~For~~As ~~the~~of ~~fiscal~~June ~~year~~30, ~~ended~~2022, we had cash of $19,939 and a working capital deficit of $21,872,755. At June 30, ~~2018~~2022, ~~financing~~we ~~costs~~were ~~– commodity~~in ~~supply~~arrears ~~agreement~~on ~~totaled~~old andebt ~~increase~~aggregating ~~expense~~approximately of $~~321~~19,~~581~~779,121 that was incurred prior to our bankruptcy filing. We have had no revenues since emerging from ~~the~~bankruptcy, and we are not currently profitable. We currently do not have sufficient capital to fund operations through our fiscal year ~~ended~~ending June 30, ~~2017~~2023 and ~~resulted~~will inneed anto ~~expense~~raise inadditional ~~the~~funding ~~current~~to ~~fiscal~~implement ~~year~~our ofcurrent ~~$30,415~~business strategy. ~~The~~We ~~financing~~have ~~costs~~previously ~~for~~commenced ~~commodity~~production ~~supply~~operations ~~agreement~~at ~~relate~~the ~~directly~~Jim toCrow ~~production~~mine ~~for~~and ~~the~~implemented ~~period~~mine improvements and water removal in the ~~subsequent~~fourth ~~delivery~~calendar quarter of ~~refined~~2020 ~~precious~~to ~~metals~~the toBillali ~~Sandstorm~~mine site. ~~These~~In ~~financing~~the ~~costs~~last ~~are~~week ~~adjusted~~of ~~period-to-period~~November ~~based~~2020, ~~upon~~our mine manager contacted the ~~total~~COVID-19 ~~number~~virus and later two of ~~undelivered~~our ~~gold~~employee miners contacted it also and ~~silver~~we ~~ounces~~shut ~~outstanding~~the atmining operation down and from that time to current, the ~~end~~mines ofand ~~each~~equipment ~~period~~are under a maintenance protocol. The ~~increase~~mines ~~other~~will ~~expense~~remain inunder ~~the~~this ~~current~~maintenance ~~fiscal~~protocol ~~year~~until the processing mill is ~~driven~~constructed byat anthe ~~increase~~Duncan inArizona ~~precious~~site ~~metals~~and ~~prices~~ready for operation.

~~For the year ended June 30~~Currently, ~~2017,~~there ~~the~~can ~~loss~~be ~~on derivative instruments liabilities totaled $26,974. The Company had~~ no ~~gain~~assurance ~~or loss on derivative instrument liabilities the current year~~ of ~~measurement.~~any ~~The~~revenue ~~changes in derivative financial instruments are non-cash items and arise~~ from ~~adjustments~~these tomine ~~record~~sites ~~the~~until ~~derivative~~we ~~financial~~construct ~~instruments~~our atprocessing ~~fair values~~mill. ~~These~~Ore ~~changes~~previously ~~are~~produced ~~attributable~~is ~~mainly~~being toinventoried ~~adjustments~~for tofuture ~~record~~processing ~~the~~at ~~change in fair value for~~ the ~~embedded~~future ~~conversion~~mill ~~feature~~site. ofEven ~~derivative~~if ~~financial~~we ~~instruments,~~are ~~warrants~~successful ~~previously issued under our registered direct offerings, fluctuation~~ in ~~the~~developing ~~market~~any ~~price~~ of our ~~common stock~~properties, ~~which~~we isexpect ato ~~component~~incur ofoperating ~~the~~losses ~~calculation~~for ~~model, and~~ the ~~issuance~~foreseeable offuture ~~additional~~and ~~warrants~~may ~~resulting~~never inbecome ~~derivative treatment~~profitable. We ~~use~~also ~~the~~expect ~~Black-Scholes~~to ~~option~~continue ~~pricing model~~ to ~~estimate~~incur ~~the~~significant ~~fair~~operating ~~value~~and ofcapital ~~the~~expenditures ~~derivative~~and ~~financial~~anticipate ~~instruments.~~that ~~Because Black-Scholes uses~~ our ~~stock~~expenses ~~price, fluctuation in the stock prices~~ will ~~result~~increase substantially in ~~volatility to~~ the ~~earnings~~foreseeable ~~(losses) in~~ future. ~~periods~~As ~~as we continue to reflect~~ the ~~derivative~~Company ~~financial~~has ~~instruments~~currently athas ~~fair~~no ~~values.~~commitment ~~When~~for ~~required~~debt toor ~~arrive~~equity atfinancing, the ~~fair~~Company ~~value~~will ofbe ~~derivatives~~reliant ~~associated~~upon ~~with~~its ~~the~~own ~~convertible~~best-efforts ~~note~~fundraising ~~and~~activities ~~warrants,~~to aprovide ~~Monte~~sufficient ~~Carlo~~working ~~model~~capital isto ~~utilized~~fund ~~that~~current ~~values the Convertible Note~~ and ~~Warrant~~immediate ~~based~~plan onrequirements. There ~~average~~can ~~discounted~~be ~~cash~~no ~~flow~~assurance ~~factoring~~that in the ~~various~~Company ~~potential~~will ~~outcomes~~be bysuccessful ain ~~Chartered~~its ~~Financial~~capital ~~Analyst~~raising ~~(‘CFA”). In determining the fair value of derivatives~~efforts, ~~the~~and ~~CFA assumed that~~ the ~~Company’s~~failure ~~business~~to ~~would~~raise beneeded ~~conducted~~capital aswill alikely ~~going~~result ~~concern.~~in ~~The~~the ~~Company~~curtailment ~~had~~or nocessation ~~derivative~~of ~~instruments~~our inbusiness ~~the~~which ~~fiscal~~would ~~year~~adversely ~~ended~~affect ~~June 30, 2018~~investors.

~~For~~Cash ~~the~~Flows ~~fiscal~~Used ~~year~~in ~~ended~~ June 30, ~~2018~~2022 interest expense was $674,147 as compared to June 30, 2017 (As Restated) of $1,012,298 a decrease of $338,151. The decrease is mainly attributable to a decrease in loan discounts expensed as interest expense of $161,814 and Operations

40Cash used to fund our operations which included corporate general and administration expenses, land holding costs, and mine maintenance programs at our Jim Crow and Bilalli projects was $466,189.

~~decreased~~The ~~interest~~Company oncontinues ~~convertible~~to ~~debt~~build our asset base with capital expenditures. In fiscal 2022 net cash expenditures of $~~163~~479,~~848~~469 ~~incurred~~and inconsisted of the ~~prior~~cash ~~period~~payments ofunder ~~measurement~~the Jim Crow and ~~this~~Billali ~~debt~~project ~~was~~Agreement ~~retired~~of ~~during~~$300,000 ~~fiscal~~and ~~year~~$179,469 for property acquisition.

~~Recent~~Factors ~~Equity~~Affecting ~~Financings~~Future ~~and~~Operating ~~Debt Settlements~~Results

~~Below~~Currently ~~summarizes~~we have no continuing commitment from any party to provide additional working capital, or if one becomes available, there is no certainty that its terms will be favorable or acceptable to the Company. Historically, we and other similar exploration and development public companies have accessed capital through equity financing ~~and~~arrangements ~~debt~~or ~~settlements~~by inthe ~~our~~sale ~~fiscal~~of ~~years~~royalties ~~ended~~on ~~June~~its 30mineral properties. If, ~~2019~~however we are unable to obtain additional capital or financing, ~~2018~~our exploration and ~~2017~~development ~~(As~~activities ~~Restated)~~will asbe ~~follows:~~

	For the Year Ended June 30,
	2019		2018		2017 (As Restated)
Restricted common stock sold to accredited investors		25,399,720		51,590,344		81,681,038
Gross proceeds from equity financings	$	1,661,980	$	4,127,228	$	2,708,168
Note proceeds		239,750		—		—
Note proceeds from related party		61,848		—		—
Cash payments on notes payable		(210,000)		(50,000)		(284,783)
Cash used for working capital	$	1,753,578	$	4,077,228	$	2,423,385
Debt amount	$	12,620,165	$	23,824	$	4,684,740
Shares issued for settlement		—		(47,648)		—
Gain on trust debt extinguishment		—		—		464,763
Write off balance of settled debt in prior fiscal year		—		5,000		—
Cash payment on negotiated debt		—		—		(268,072)
Gain on debt extinguishment	$	12,620,165	$	(18,824)	$	4,881,431

~~Significant~~significantly ~~changes~~adversely inaffected. ~~our~~Until ~~results~~positive ofcash flow is generated from operations, ~~are~~we ~~more~~will ~~fully~~be ~~described~~dependent ~~below.~~upon future working capital facilities or equity financing arrangements, to meet our expenses and to fund execution on our business plan.

~~Liquidity~~We ~~and~~anticipate ~~Capital~~our ~~Resources;~~twelve-month ~~Plan~~cash ofexpenditures ~~Operation~~for our fiscal year ending June 30, 2023 to be as follows:

As• of$880 ~~June~~thousand ~~30,~~on ~~2019,~~corporate weadministration ~~had~~expenses, ~~cash~~comprising of ~~$264,900~~executive management and aemployee ~~working capital deficit of $4~~salaries,~~116,324.~~ ~~At June 30~~legal, ~~2019~~audit, ~~we were in arrears on old debt aggregating approximately $3~~marketing,~~700,000~~ ~~that~~SEC ~~was~~filings ~~incurred~~and ~~prior~~other togeneral ~~our~~and ~~bankruptcy~~administrative ~~filing~~expenses.

At• ~~June 30, 2018 and 2017 (As Restated), we were in arrears on payments totaling approximately~~ $72.578 million ~~and~~to $73.375 million ~~under~~on ~~a gold stream agreement (~~the ~~“Gold~~Jim ~~Stream~~Crow ~~Agreement”) with Sandstorm in the Santa Fe Gold Barbados subsidiary,~~ and ~~other~~Billali ~~cash~~projects ~~debt approximating $10.86 million~~including, ~~and $7.93 million~~exploration, ~~respectively.~~mine Indevelopment our fiscal year 2019 we were able to write of old debt that exceeded the statute of limitations that aggregated $12,620,165. The Company retained legal services in British Columbia to research the British Columbia statutes of limitations on the collectability of the liabilities due under the finance facilities. Legal counsel reviewed all related documents, records of proceedings and all records and documents deemed relevant to the two finance facilities. It was determined that the finance facilities were subject to the laws of the Providence of British Columbia and the laws of Canada. The Company received a written legal opinion from legal counsel that the two researched finance facilities and any liabilities due thereunderenhancements, ~~based~~mine onoperational ~~the applicable Limitations Act (British Columbia) and relevant case law in British Columbia~~costs, ~~were~~including noemployee ~~longer enforceable. That is~~compensation, ~~the statute of limitations has run for the two finance facility liabilities pursuant to the Limitations Act (British Columbia) relevant case law~~benefits, ~~therefore,~~land noholding ~~future~~costs ~~claims~~and ~~can~~potential benew ~~commenced~~mine properties in the ~~Providence~~Black ofHawk ~~British~~mining ~~Columbia so the Company has no outstanding legal obligation on either of the two finance facilities~~district. Subsequent to our fiscal year ended June 30, 2019, during the fiscal year ended June 30, 2020, the Company raised $2,080,000 from the sale of common stock to accredited shareholders for working capital to continue implementing the Company business plan.

We• ~~have had no revenues since emerging from bankruptcy, and we are not currently profitable~~$1. We9 ~~currently~~million dofor ~~not~~the ~~have~~mill ~~sufficient~~site ~~capital~~construction toproject ~~fund~~in ~~operations through our fiscal year ending June 30~~Duncan, ~~2020 and will need to raise additional funding to implement our business strategy~~Arizona. ~~Currently~~Costs weinclude ~~are~~final indesign ~~the~~fees, ~~preliminary~~mill ~~process~~equipment ~~of putting the Jim Crow mine into production~~purchase, ~~but~~site ~~there can be no assurance of any revenue from this mine. Even if we are successful in developing any of our properties~~construction, wepermits ~~expect to incur operating losses for the foreseeable future~~ and ~~may~~project ~~never~~development ~~become~~ramp ~~profitable~~up. We also expect to continue to incur significant operating and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future. As the Company has no commitment for debt or equity financing, the Company will be reliant upon its own best efforts fund raising activities to provide sufficient working capital to

41Critical Accounting Policies

~~fund~~Our ~~current~~discussion and ~~immediate~~analysis ~~future~~of ~~needs. There~~our ~~can~~consolidated befinancial nocondition ~~assurance~~and ~~that~~results of operations are based on the Company’s ~~will~~consolidated befinancial ~~successful~~statements, which have been prepared in ~~its~~accordance ~~capital~~with ~~raising~~accounting ~~efforts,~~principles ~~and~~generally accepted in the ~~failure~~United States. The preparation of these consolidated financial statements requires us to ~~raise~~make ~~needed~~estimates ~~capital~~and ~~will~~judgments ~~likely~~that ~~result~~affect inthe reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the ~~curtailment~~date orof ~~cessation~~the consolidated financial statements and the reported amount of revenues and expenses for each period. Critical accounting policies are defined, as policies that management believes are the most important to the portrayal of our ~~business~~consolidated ~~which~~financial ~~would~~condition ~~adversely~~and ~~affect~~results ~~investors~~of operations. These policies may require us to make difficult, subjective or complex judgments, commonly about the effects of matters that are inherently uncertain.

~~Cash~~Our ~~Flows~~significant ~~from~~accounting ~~Investing~~policies ~~Activities~~are described in the audited consolidated financial statements and notes thereto. See Note 2, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements for our fiscal years June 30, 2022 and 2021, which these describe our significant accounting policies which are reviewed by management on a regular basis.

~~The~~We ~~Company~~believe ~~continues to build~~ our ~~asset~~most ~~base~~critical ~~with~~accounting ~~capital~~policies ~~expenditures.~~relate Into ~~fiscal~~asset ~~2019~~impairment ~~net cash expenditures of $500~~obligations,~~543~~ ~~and~~mineral ~~consisted~~property ofcost ~~the final payments on the Bullard’s Peak/Alhambra mine acquisition of $500~~estimates,~~000,~~ ~~$25,543~~derivative ~~for~~instruments ~~mine equipment~~ and avariables ~~return~~used ofin ~~$25,000~~the onBlack-Scholes aoption ~~joint~~pricing ~~venture~~model ~~investment. In fiscal 2018 we had cash expenditures were $2,735,116~~ and ~~consisted~~estimates ofutilized ~~$2,500,000 payment on the Bullard’s Peak/Alhambra mine acquisition, a $25,000~~ in astock-based ~~joint~~compensation ~~venture~~and ~~that~~warrant ~~was refunded in fiscal 2019~~ and ~~payments~~option ~~of $210,116~~issuances ~~towards the British Columbia placer mining claims which we impaired in fiscal 2019~~computations. ~~There were no expenditures in fiscal 2017 (As Restated).~~

~~Cash~~Impairment ~~Flows~~of ~~from~~Long-Lived ~~Financing Activities~~Assets

InThe ~~fiscal~~Company ~~2019,~~reviews ~~2018~~long-lived ~~and~~assets ~~2017~~for ~~(As~~impairment ~~Restated),~~annually ~~the~~or ~~Company~~whenever ~~received~~events ~~proceeds~~or ~~from~~changes ~~stock~~in ~~subscriptions~~circumstances ~~from~~indicate ~~accredited~~that ~~investors~~the carrying amount of ~~$1,661,980,~~the ~~$4,127,228~~assets ~~and~~may ~~$2,708,168.~~not Inbe ~~fiscal~~fully ~~2019~~recoverable. ~~the~~The Company ~~received~~recognizes ~~funds~~an ~~advanced~~impairment ~~from~~loss ~~two~~when ~~shareholders,~~the ~~one~~sum of ~~which~~expected ~~was~~undiscounted afuture ~~related~~cash ~~party,~~flows ~~aggregating~~is ~~$301,598~~less ~~and~~than the ~~non-related~~carrying ~~party~~amount ~~was~~of ~~repaid~~the ~~$40,000~~asset. InThe ~~fiscal~~amount ~~2019,~~of ~~2018~~impairment ~~and~~is ~~2017~~measured ~~(As~~as ~~Restated),~~the ~~payments~~difference ~~were~~between ~~made~~the onasset’s ~~other~~estimated ~~note~~fair ~~payable~~value ~~of $170,000, 50,000~~ and ~~$284,783,~~its ~~respectively~~book value.

~~Factors~~Mineral ~~Affecting Future Operating Results~~Rights

~~Currently~~Mineral weproperties ~~have~~are nocapitalized ~~continuing~~at ~~commitment~~their ~~from~~fair ~~any~~value ~~party~~at tothe ~~provide~~acquisition ~~additional~~date, ~~working~~either ~~capital,~~as an individual asset purchase or ifas ~~one~~part ~~becomes~~of ~~available,~~a ~~there~~business iscombination. noWhen ~~certainty~~it is determined that ~~its~~a ~~terms~~mineral ~~will~~property can be ~~favorable~~economically ordeveloped ~~acceptable~~as toa ~~the~~result ~~Company.~~of ~~Until~~establishing ~~positive~~reserves, ~~cash~~subsequent ~~flow~~mine development is ~~generated~~capitalized ~~from~~and ~~operations,~~are weamortized ~~will~~using bethe ~~dependent~~units ~~upon~~of ~~future~~production ~~working~~method ~~capital~~over ~~facilities~~the orestimated ~~equity~~life ~~financing~~of ~~arrangements,~~the toore ~~meet~~body ~~our~~based ~~expenses~~on ~~and~~estimated torecoverable ~~fund~~tonnage ~~execution~~in onproven ~~our~~and ~~business~~probable ~~plan~~reserves.

~~Off-Balance~~Estimates ~~Sheet Arrangements~~

~~During~~The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the ~~fiscal~~United ~~years~~States ~~ended~~of ~~June~~America ~~30,~~(“GAAP”) ~~2019,~~requires ~~2018~~management to make estimates and ~~2017~~assumptions ~~(As~~that ~~Restated),~~affect wethe ~~did~~reported ~~not~~amounts ~~engage~~of inassets ~~any~~and ~~off-balance~~liabilities ~~sheet~~and ~~arrangements~~disclosure asof ~~set~~contingent ~~forth~~assets inand ~~Item~~liabilities ~~303(a)~~at ~~(4)~~the date of the ~~Regulation~~consolidated ~~S-K~~financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates under different assumptions or conditions.

~~Critical Accounting Policies~~ 44

~~Our~~Derivative ~~discussion~~Financial and analysis of our consolidated financial condition and results of operations are based on the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses for each period. Critical accounting policies are defined, as policies that management believes are the most important to the portrayal of our consolidated financial condition and results of operations. These policies may require us to make difficult, subjective or complex judgments, commonly about the effects of matters that are inherently uncertain. Instruments

~~Our~~Derivative ~~significant~~financial ~~accounting~~instruments ~~policies~~ are ~~described~~initially inmeasured ~~the~~at ~~audited~~their ~~consolidated~~fair value. For derivative financial ~~statements~~instruments ~~and~~that ~~notes~~are ~~thereto.~~accounted ~~See~~for ~~Note~~as 2liabilities, ~~“Summary~~the ofderivative ~~Significant~~instrument ~~Accounting~~is ~~Policies”~~initially recorded at its fair value and is then re-valued at each reporting date, with changes in the ~~Notes~~fair value reported as charges or credits to ~~the~~income. ~~Consolidated~~To ~~Financial~~the ~~Statements~~extent ~~for~~that the ~~fiscal~~initial ~~year~~fair ~~June~~values ~~30,~~of ~~2019,~~the ~~2018~~freestanding and/or ~~2017~~bifurcated ~~(As~~derivative ~~Restated),~~instrument ~~these~~liabilities ~~describe~~exceed ~~our~~the ~~significant~~total ~~accounting~~proceeds ~~policies~~received, ~~which~~an ~~are~~immediate ~~reviewed~~charge byto ~~management~~income onis recognized as a ~~regular~~one-day ~~basis~~derivative loss, in order to initially record the derivative instrument liabilities at their fair value.

WeWhen ~~believe~~required ~~our~~to ~~most~~arrive ~~critical~~at ~~accounting~~the ~~policies~~fair ~~relate~~value toof ~~asset~~derivatives ~~retirement~~associated ~~obligations,~~with ~~derivative~~the ~~instruments~~convertible notes and ~~variables~~warrants, ~~used~~a ~~in the~~ Black- Scholes ~~option~~or ~~pricing~~a Monte Carlo model is utilized that values the Convertible Note and Warrant based on average discounted cash flow factoring in the ~~Monte~~various ~~Carlo,~~potential ~~model~~outcomes ~~utilized~~ by ~~the~~a Chartered Financial ~~Advisor~~Analyst (‘CFA”). In determining the fair value of the financial derivatives, ~~estimates~~the ~~utilized~~CFA ~~and~~assumed ~~stock-based~~that ~~compensation.~~the Company’s business would be conducted as a going concern.

~~ITEM~~Off-Balance ~~7A. QUANTITATIVE~~Sheet ~~AND~~Arrangements ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~This~~During ~~section~~the isfiscal years ended June 30, 2022 and 2021, we did not ~~required~~engage toin beany ~~completed~~off-balance bysheet ~~smaller~~arrangements ~~reporting~~as ~~companies~~set forth in Item 303(a) (4) of the Regulation S-K.

42ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM~~This ~~8. FINANCIAL~~section ~~STATEMENTS~~is ~~AND~~not ~~SUPPLEMENTARY~~required ~~DATA~~to be completed by smaller reporting companies.

~~SANTA FE GOLD CORPORATION~~45

~~CONSOLIDATED~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AsSANTA ofFE ~~and~~GOLD ~~for the Years ended June 30, 2019, 2018 and 2017 (As Restated)~~CORPORATION

43 CONSOLIDATED FINANCIAL STATEMENTS

SANTA FE GOLD CORPORATION
TABLE OF CONTENTS Final page numbers on last draft
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		20
FINANCIAL STATEMENTS:
Consolidated Balance Sheets		21
Consolidated Statements of Operations		22
Consolidated Statement of Stockholders' Deficit		23
Consolidated Statements of Cash Flows		24
Notes to the Consolidated Financial Statements		25

As of and for the Years ended June 30, 2022 and 2021

4446

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

SANTA FE GOLD CORPORATION

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 5854)		48

FINANCIAL STATEMENTS:

Consolidated Balance Sheets		49

Consolidated Statements of Operations		50

Consolidated Statement of Stockholders' Deficit		51

Consolidated Statements of Cash Flows		52

Notes to the Consolidated Financial Statements		53

~~To the Shareholders and Board of Directors,~~47

~~Santa~~REPORT FeOF ~~Gold~~INDEPENDENT ~~Corp.~~REGISTERED PUBLIC ACCOUNTING FIRM

~~Opinion~~To on the ~~Consolidated~~Board ~~Financial~~of ~~Statements~~Directors and Stockholders of Santa Fe Gold Corp.:

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial consolidated balance sheets of Santa Fe Gold Corp. (the “Company”) as of June 30, 2019, 2018, and 2017, the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, 2018, and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.Statements

~~Restatement~~We have audited the accompanying balance sheets of ~~Previously~~Santa ~~Issued~~Fe ~~Financial~~Gold ~~Statements~~Corp. (the “Company”) as of June 30, 2022, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

AsGoing ~~discussed~~Concern ~~in Notes 2 to the consolidated financial statements, the June 30, 2017 consolidated financial statements have been restated to correct a misstatement.~~ Matter

~~Going~~The ~~Concern~~accompanying ~~Matter~~consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might results from the outcome of this uncertainty.

~~The~~Basis ~~accompanying~~for financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Opinion

~~Basis~~These ~~for~~financial ~~Opinion~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~These~~We ~~financial~~conducted ~~statements~~our ~~are~~audits in accordance with the ~~responsibility~~standards of the ~~Company’s management~~PCAOB. ~~Our~~Those ~~responsibility~~standards isrequire tothat ~~express~~we anplan ~~opinion~~and onperform the ~~Company’s~~audit to obtain reasonable assurance about whether the financial statements ~~based~~are onfree ~~our~~of ~~audit~~material misstatement, whether due to error or fraud. WeThe ~~are~~Company ais ~~public~~not ~~accounting~~required ~~firm~~to ~~registered~~have, ~~with~~nor ~~the~~were ~~Public~~we ~~Company~~engaged ~~Accounting~~to ~~Oversight~~perform, ~~Board~~an ~~(United~~audit ~~States)~~of ~~(“PCAOB”)~~its ~~and~~internal control over financial reporting. As part of our audits, we are required to beobtain ~~independent~~an ~~with~~understanding ~~respect~~of tointernal ~~the~~control ~~Company~~over infinancial ~~accordance~~reporting, ~~with~~but ~~the~~not ~~U.S.~~for ~~federal~~the ~~securities~~purpose ~~laws~~of ~~and~~expressing ~~the~~an ~~applicable~~opinion ~~rules~~on ~~and~~the ~~regulations~~effectiveness of the ~~Securities~~Company’s ~~and~~internal ~~Exchange~~control ~~Commission~~over ~~and~~financial ~~the~~reporting. ~~PCAOB~~Accordingly, we express no such opinion.

WeOur ~~conducted~~audits ~~our~~included ~~audit~~performing inprocedures ~~accordance~~to ~~with~~assess the ~~standards~~risks of ~~the~~material ~~PCAOB.~~misstatement ~~Those~~of ~~standards require that we plan and perform~~ the ~~audit to obtain reasonable assurance about whether the~~ financial statements ~~are free of material misstatement~~, whether due to error or fraud., ~~The~~and ~~Company~~performing isprocedures ~~not~~that ~~required~~respond to ~~have,~~those ~~nor~~risks. ~~were~~Such weprocedures ~~engaged~~included ~~to perform~~examining, anon ~~audit~~a oftest ~~its~~basis, ~~internal~~evidence ~~control~~regarding ~~over~~the ~~financial~~amounts ~~reporting.~~and Asdisclosures ~~part~~in ofthe ~~our~~financial ~~audits~~statements. weOur ~~are~~audits ~~required~~also toincluded ~~obtain~~evaluating anthe ~~understanding~~accounting ofprinciples ~~internal~~used ~~control~~and ~~over~~significant ~~financial~~estimates ~~reporting~~made ~~but~~by ~~not~~management, ~~for~~as ~~the~~well ~~purpose~~as ofevaluating ~~expressing~~the anoverall ~~opinion~~presentation onof the ~~effectiveness~~financial ofstatements. ~~the~~We ~~Company’s~~believe ~~internal~~that ~~control~~our ~~over~~audits ~~financial~~provide ~~reporting.~~a ~~Accordingly,~~reasonable webasis ~~express~~for noour ~~such~~ opinion.

~~Our~~Critical ~~audits~~Audit included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.Matters

~~/s/~~Critical ~~TAAD~~audit ~~LLP~~matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ TAAD LLP. We have served as the Company’s auditor since 2018. Diamond Bar, California October 13, 2022

~~Diamond Bar, California~~48

July 15, 2020

SANTA FE GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
		June 30,			June 30,
		2022			2021
ASSETS
Current Assets:
Cash and cash equivalents	$	19,939		$	27,458
Prepaid expenses and other current assets		8,740			8,902
Total current assets		28,679			36,360

NON-CURRENT ASSETS:
Property and equipment, net		432,118			287,403
Mineral property		4,215,365			3,915,365
Finance lease right-of-use asset, net		-			17,098
Deposit		125			-
Assets held for sale		202,821			247,800
Total Assets	$	4,879,108		$	4,504,026

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	3,812,836		$	3,742,933
Accrued liabilities		12,385,090			11,030,356
Finance lease liability		-			4,403
Notes payable, current maturities		2,343,635			2,271,635
Completion guaranty payable		3,359,873			3,359,873
Total Current Liabilities		21,901,434			20,409,200

Non-current notes payable		510,786			109,883
Total Liabilities		22,412,220			20,519,083
Commitments and Contingencies
Stockholders' Deficit:
Common stock, $0.002 par value, 550,000,000 shares authorized at June 30, 2022 and June 30, 2021; 441,308,551 issued and outstanding at June 30, 2022 and 433,018,551 shares issued and outstanding at June 30, 2021		882,617			866,037
Additional paid-in capital		96,558,521			95,759,064
Accumulated deficit		(114,974,250	)		(112,640,158	)
Total Stockholders' Deficit		(17,533,112	)		(16,015,057	)
Total Liabilities and Stockholders' Deficit	$	4,879,108		$	4,504,026

45The accompanying notes are an integral part of these audited consolidated financial statements.

~~SANTA FE GOLD CORPORATION~~49

CONSOLIDATED BALANCE SHEETS

SANTA FE GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended June 30,
	2022			2021

Revenues	$	-		$	-

Operating Expenses:
Exploration and other mine related costs		124,447			546,895
General and administrative		1,332,181			1,662,022
Loss on asset disposition		-			1,836
Total Operating Expenses		1,456,628			2,210,753
Loss from Operations		(1,456,628	)		(2,210,753	)
Other Income (Expense):
Miscellaneous income		-			2
Gain on debt forgiveness		-			226,367
Recovery (loss) associated with misappropriated funds		(6,812	)		533,890
Financing costs-commodity supply agreements		(199,736	)		18,360
Interest expense		(670,916	)		(648,378	)
Total Other (Expense) Income		(877,464	)		130,241
Income (Loss) Before Provision for Income Taxes		(2,334,092	)		(2,080,512	)
Provision for Income Taxes		-			-
Net (Loss)	$	(2,334,092	)	$	(2,080,512	)

Basic and Diluted Per Share Data:
Net (Loss) – Basic and diluted	$	(0.01	)	$	(0.00	)
Weighted Average Common Shares Outstanding:
Basic and diluted		438,287,455			428,947,739

	Years Ended June 30,
							2017
	2019			2018			(As Restated)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$		264,900	$		18,897	$	392,375
Prepaid expenses and other current assets	76,921			11,680			39,838
Total Current Assets	341,821			30,577			432,213
Equipment, net	25,543			—			—
Mineral properties	3,315,365			—			—
Deposits on acquisition contracts	—			2,500,000			—
Deposit on mineral leases	—			210,116			—
Deposit in joint venture	—			25,000			—
Total Assets	$	3,682,729		$	2,765,693		$		432,213
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	3,151,035		$	3,026,976		$		3,276,699
Advance from related party	—			35,000			—
Accrued liabilities	645,068			6,906,930			6,289,033
Notes payable, current portion	598,543			2,326,407			2,376,407
Notes payable and accrued interest to related party	63,499			—			—
Subscribed common stock	—			2,772,191			—
Completion guarantee payable	—			3,359,873			3,359,873
Total Current Liabilities	4,458,145			18,427,377			15,302,012
LONG TERM DEBT:
Shares subject to mandatory redemption by related party	—			1,638,000			—
Total Liabilities	$	4,458,145		$	20,065,377		$		15,302,012
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT:
Common stock, $0.002 par value, 550,000,000, 300,000,000 and 300,000,000 authorized, respectively; 379,775,217, 300,000,000, 295,601,634 shares issued and outstanding, respectively	759,550			600,000			591,204
Additional paid in capital	91,943,704			84,113,690			83,955,637
Accumulated deficit	(93,478,670)			(102,013,374)			(99,416,640)
Total Stockholders’ Deficit	(775,416)			(17,299,684)			(14,869,799)
Total Liabilities and Stockholders’ Deficit	$	3,682,729		$	2,765,693		$		432,213

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

~~The accompanying notes are an integral part of the audited consolidated financial statements.~~50

46SANTA FE GOLD CORPORATION

~~SANTA~~CONSOLIDATED FESTATEMENTS OF ~~GOLD~~STOCKHOLDERS’ ~~CORPORATION~~DEFICIT

CONSOLIDATED STATEMENTS OF OPERATIONS

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2020 (Restated)		415,957,718	$	831,915	$	94,399,116	$	(110,559,646	)	$	(15,328,615	)
Common shares issued for consulting		944,165		1,889		57,944		-			59,833
Sale of common shares for cash		15,366,668		30,733		898,267		-			929,000
Common shares issued for bonus award		750,000		1,500		43,500		-			45,000
Value of warrants issued		-		-		360,237		-			360,237
Net income		-		-		-		(2,080,512	)		(2,080,512	)
Balance June 30, 2021		433,018,551	$	866,037	$	95,759,064	$	(112,640,158	)	$	(16,015,057	)
Sale of common shares for cash		8,290,000		16,580		397,920		-			414,500
Value of warrants issued		-		-		401,537		-			401,537
Net loss		-		-		-		(2,334,092	)		(2,334,092	)
Balance, June 30, 2022		441,308,551	$	882,617	$	96,558,521	$	(114,974,250	)	$	(17,533,112	)

	Years Ended June 30,
					2017
	2019		2018		(As Restated)
SALES, net	$	—	$	—	$	—
OPERATING COSTS AND EXPENSES:
Exploration and mine related	174,329		43,302		89,374
General and administrative	2,669,351		1,603,947		2,020,462
Impairment of mineral lease deposits	210,116		—		—
Total Operating Costs and Expenses	3,053,796		1,647,249		2,109,836
LOSS FROM OPERATIONS	(3,053,796)		(1,647,249)		(2,109,836)
OTHER INCOME (EXPENSE):
Gain (loss) on debt extinguishment	12,620,165		(18,824		4,416,668
Gain on trust debt extinguishment	—		—		464,763
Recovery (misappropriation) of funds	458,427		(226,099)		(971,099)
Miscellaneous income	638		—		—
Foreign currency translation	—		—		(71,181)
(Loss) on derivative instrument liabilities	—		—		(26,974)
Financing costs-commodity supply agreement	(588,082)		(30,415)		291,166
Valuation change as interest on loaned shares from related
party	(127,800)		—		—
Interest expense	(774,848)		(674,147)		(1,012,298)
Total Other income (Expense)	11,588,500		(949,485)		3,091,045
INCOME LOSS BEFORE PROVISION FOR INCOME TAXES	8,534,704		(2,596,734)		981,209
PROVISION FOR INCOME TAXES	—		—		—
NET(LOSS) INCOME	$	8,534,704	$	(2,596,734)	$	981,209
Net income (loss) per common share:
Basic	$	0.03	$	(0.01)	$	0.00
Diluted	$	0.03	$	(0.01)	$	(0.01)
Weighted-average number of shares used in per share calculation - Common Stock:
Basic	329,903,520		298,364,663		263,709,360
Diluted	333,688,299		298,364,663		305,300,315

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

~~The accompanying notes are an integral part of the audited consolidated financial statements~~51

SANTA FE GOLD CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years Ended June 30,
		2022			2021
Cash Flows from Operating Activities:
Net loss	$	(2,334,092	)	$	(2,080,512	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock based compensation		-			104,833
Warrant/option expense from derivative liability		401,537			360,237
Gain on PPP debt forgiveness		-			(226,367	)
Depreciation and amortization		51,852			67,076
Non-cash interest expense		903			1,663
Non-cash expense		(18,000	)		-
Loss on asset disposition		-			1,836
Non-cash loss (recovery) associated with misappropriated funds		6,812			(247,800	)
Net change in operating assets and liabilities:
Prepaid expenses and other current assets		162			2,971
Accounts payable and accrued liabilities		1,424,637			1,206,362
Net Cash Used in Operating Activities		(466,189	)		(809,701	)

Cash Flows from Investing Activities:
Payment on mineral leases		(300,000	)		(300,000	)
Purchase of property and equipment		(179,469	)		(2,860	)
Deposit on mill design and engineering contract		-			(20,000	)
Net Cash Used in Investing Activities		(479,469	)		(322,860	)

Cash Flows from Financing Activities:
Proceeds from issuance of common stock		414,500			929,000
Net proceeds from assets for sale		38,167			-
Proceeds from notes payable		500,000			127,520
Insurance proceeds from truck loss		-			17,906
Payment on note principal		(10,000	)		-
Rent deposit payment		(125	)		-
Payment on lease principle		(4,403	)		(17,503	)
Net Cash Provided by Financing Activities		938,139			1,056,923

Net (Decrease) Increase in Cash and Cash Equivalents		(7,519	)		(75,638	)
Cash and Cash Equivalents Beginning of year		27,458			103,096
Cash and Cash Equivalents End of Year	$	19,939		$	27,458

Supplemental Cash Flow Information:
Cash paid for interest	$	161		$	1,933
Cash paid for income taxes	$	-		$	-

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Shares issued for bonus award	$	-		$	45,000
Finance charges on commodity supply agreement, in accrued liabilities	$	199,736		$	267,428

~~SANTA~~The FEaccompanying ~~GOLD~~notes ~~CORPORATIONCONSOLIDATED~~are ~~STATEMENTS~~an OFintegral ~~STOCKHOLDERS'~~part ~~DEFICIT~~of ~~FOR~~the ~~THE~~audited ~~YEARS~~consolidated ~~ENDED~~financial ~~JUNE 30, 2019, 2018 and 2017 (As Restated)~~statements.

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		(Deficit)		Total
Balance, June 30, 2016	221,799,662	$	443,599	$	80,033,944	$	(100,397,849)	$	(19,920,306)
Sale of common stock for cash	40,840,519		81,682		1,272,402		-		1,354,084
Exercise of warrants for cash	40,840,519		81,682		1,272,402		-		1,354,084
Common stock returned for compensation	(15,956,748)		(31,914)		31,914		-		-
Common stock issued for consulting	15,030,720		30,062		997,318		-		1,027,380
Common stock returned from shareholder	(6,956,750)		(13,914)		13,914				-
Shares issued for fees	3,712		7		281		-		288
Derivative settlement due to conversions	-		-		333,462		-		333,462
Net income	-		-		-		981,209		981,209
Balance, June 30, 2017 (As Restated)	295,601,634		591,204		83,955,637		(99,416,640)		(14,869,799)
Sale of common stock for cash	11,199,183		22,398		873,535		-		895,933
Exercise of warrants for cash	11,199,183		22,398		873,535		-		895,933
Common stock issued for consulting	3,650,000		7,300		381,881		-		389,181
Common stock returned from related party	(18,000,000)		(36,000)		(1,726,200)		-		(1,762,200)
Conversion of salary to equity	476,484		953		46,695		-		47,648
Subscribed shares for cash	29,191,978		58,385		2,276,977		-		2,335,362
Subscribed capital - unissued	(33,318,462)		(66,638)		(2,705,553)		-		(2,772,191)
Value of warrants issued	-		-		12,983		-		12,983
Change in valuation of returned shares from related party					124,200		-		124,200
Net loss	-		-		-		(2,596,734)		(2,596,734)
Balance, June 30, 2018	300,000,000		600,000		84,113,690		(102,013,374)		(17,299,684)
Common shares issued for
consulting	3,057,035		6,114		285,494		-		291,608
Issuance of shares loaned from
related party	18,000,000		36,000		1,854,000		-		1,890,000
Sale of common stock for cash	25,399,720		50,798		1,611,182		-		1,661,980
Issuance of subscribed stock	33,318,462		66,638		2,705,553		-		2,772,191
Change in valuation of returned
shares from related party	-		-		(124,200)		-		(124,200)
Value of options issued	-		-		1,497,985		-		1,497,985
Net profit	-		-		-		8,534,704		8,534,704
Balance, June 30, 2019	379,775,217	$	759,550	$	91,943,704	$	(93,478,670)	$	(775,416)

~~The~~SANTA ~~accompanying~~FE ~~notes~~GOLD ~~are~~CORPORATION anNOTES ~~integral~~TO ~~part~~THE ofCONSOLIDATED ~~the~~FINANCIAL ~~audited~~STATEMENTS ~~consolidated financial statements.~~

48NOTE 1 – NATURE OF OPERATIONS

~~SANTA~~Santa FEFe ~~GOLD~~Gold ~~CORPORATION~~Corporation (the “Company”, “our” or “we”) 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. The Summit Silver-Gold Project, the Lordsburg Copper Project, Black Canyon Mica Project, Planet MIO Project, all claims and other assets were lost in the process. After the Company emerged from the bankruptcy with a management team of two with 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.

~~CONSOLIDATED~~In ~~STATEMENTS~~August OF2017, ~~CASH~~the ~~FLOWS~~Company acquired all the capital stock of Bullard’s Peak Corporation and the related patented and unpatented claims in the Black Hawk district of New Mexico from Black Hawk Consolidated Mines Company for a purchase price of $3,115,365. The mine property is known as the Alhambra mine site. The transaction was finalized and closed in April 2019. The mining property acquired is an asset in our subsidiary, Mineral Acquisitions, LLC.

	Years Ended June 30,
						2017
	2019		2018			(As Restated)
Operating Activities
Net income (loss)	$	8,534,704	$		(2,596,734)	$		981,209
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation	291,608		389,181			1,027,380
Warrant/option expense from derivative liability	1,497,985		12,983			—
Amortization of discounts on notes payable	—		—			161,814
Loss (gain) on derivative instruments liabilities	—		—			26,974
Shares issued for fees	—		—			288
Financing costs -commodity supply agreement	588,082		30,415			(291,166)
(Gain) on debt forgiveness	(12,620,165)		(5,000)			(4,416,668)
Loss on debt conversion to equity	—		23,824			—
Trust debt payments	—		—			(464,763)
Impairment of mineral deposit	210,116		—			—
Valuation change as interest on loaned shares from related party	127,800		—			—
Foreign currency translation	—		—			71,181
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(65,241)		28,158			(35,363)
Accounts payable and accrued expenses	743,444		401,583			905,289
Net cash used in by operating activities	(691,667)		(1,715,590)			(2,033,825)
Investing Activities
Payments on mineral leases	(200,000)		(210,116)			—
Purchase of equipment	(25,543)		—			—
Refund (payment) of joint venture investment	25,000		(25,000)			—
Payments on mineral property purchase agreements	(615,365)		(2,500,000)			—
Net cash used in investing activities	(815,908)		(2,735,116)			—
Financing Activities
Proceeds from the issuance of common stock	1,661,980		895,933			1,354,084
Proceeds from the exercise of stock options	—		895,933			1,354,084
Proceeds from stock subscriptions	—		2,335,362			—
Note payable proceeds	239,750		—			—
Loan proceeds from related parties	61,848		—			—
Payment on notes payable	(210,000)		(50,000)			—
Payments on convertible notes payable	—		—			(284,783)
Net cash provided by financing activities	1,753,578		4,077,228			2,423,385
Net increase (decrease) in cash and cash equivalents	246,003		(373,478)			389,560
Cash and cash equivalents at beginning of year	18,897		392,375			2,815
Cash and cash equivalents at end of year	$	264,900	$	18,897		$	392,375

In January 2019 the Company has acquired right of use on 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 the related water rights lease agreements. The two properties are known as the Billali Mine and the Jim Crow Imperial Mine. The Company has made improvements to the Jim Crow Imperial mine and has commenced mining operations during the third calendar quarter of 2020. In the last week of November 2020, our mine manager contacted the COVID-19 virus and later two of our employee miners contacted it also and we shut the mining operation down and currently the mines and equipment are under a maintenance protocol. Currently it is anticipated to reopen the mines in late 2022 when we the complete the construction of our mill operation in Duncan, Arizona. The Company has no current COVID-19 problems.

49We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) S-K 1300. The mining leases and other mineral rights we have control of, however, none of them contain any proven or probable reserves, as defined under S-K 1300. As such, they are all currently considered “exploratory” in nature. The new S-K 1300 guide replaced SEC Guide 7 and went into effect for the Company beginning with our fiscal year July 1, 2021. We are now required to file our Forms 10-Q and 10-K reports with the Commission aligned to S-K 1300 requirements. S-K 1300 is aligned more closely to CRIRSC definitions and shares similarities with, but not equal to, other reporting codes applicable to the mining industry such as NI 43-101.

	Years Ended June 30,
						2017
	2019			2018		(As Restated)
Supplemental cash flow disclosures:
Interest paid	$	100,000		$	—	$	—
Income taxes paid	$		—	$	—	$	—
Supplemental non-cash investing and financing activities:
Shares loaned to the Company by related party	$	—		$	1,762,200	$	—
Change in valuation on loaned shares from related party	$		(124,200)	$	124,200	$	—
Settlement of derivative liabilities through conversion	$		—	$	—	$	333,462
Common stock returned and canceled	$		—	$	—	$	45,828
Loaned shares returned to related party	$		1,890,000	$	—	$	—

Covid-19

~~The~~On ~~accompanying~~January ~~notes~~30, ~~are~~2020, anthe ~~integral~~World ~~part~~Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the ~~audited~~“COVID-19 ~~consolidated~~outbreak”) ~~financial~~and ~~statements~~the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

50At this time, we cannot foresee whether the outbreak of COVID-19 will continue be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 or other infectious viruses are not effectively and timely controlled, our business plans and financial condition may be materially and adversely affected as a result of the potential deteriorating economic outlook or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment and cause our business to suffer in ways that we cannot predict at this time and that may materially and adversely impact our business plans, financial condition and results of operations.

~~SANTA~~With FEthree ~~GOLD~~of ~~CORPORATION~~our ~~NOTES~~mine TOemployees ~~THE~~contacted ~~CONSOLIDATED~~the ~~FINANCIAL~~COVID-19 ~~STATEMENTS~~virus ~~JUNE~~in 30the last week of November 2020, ~~2019~~we shut the mining operation down and currently the mines and equipment are under a maintenance protocol. With the current COVID -19 situation and the current inability to process the mined ore we anticipate not restarting the mining operation until late 2022, ~~2018~~depending ~~AND~~on ~~2017~~the ~~(As~~projected ~~Restated)~~completion of our mill operation in Duncan, Arizona.

~~NOTE~~At 1this –time, we cannot foresee whether the potential COVID-19 or any other variants that may affect our future operations, nor if an occurrence should happen, can we predict the severity and duration of its impact. Our business plans and financial condition may be materially and adversely affected as a result of the potential deteriorating economic outlook or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment and cause our business to suffer in ways that we cannot predict at this time and ~~NATURE~~that OFmay ~~OPERATIONS~~materially and adversely impact our business plans, financial condition and results of future operations. Currently, COVID-19 and any variants has had no additional effect on the Company.

Santa Fe Gold Corporation (the “Company”, “our” or “we”) 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. The Summit Silver-Gold Project, the Lordsburg Copper Project, Black Canyon Mica Project, Planet MIO Project, all claims and other assets were lost in the process. After the Company emerged from the bankruptcy with a management team of two with 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. 53

~~Misappropriation~~NOTE of2 ~~Funds~~– SUMMARY ~~and~~OF ~~Entry~~SIGNIFICANT ~~into~~ACCOUNTING aPOLICIES ~~Material Definitive Agreement~~

AsLiquidity ~~disclosed in the Company’s Form 8-K filed on October 1, 2018, a director~~ and ~~former~~Going ~~Chief~~Concern 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~~financial ofstatements ~~directors~~have ~~formed~~been aprepared ~~special~~on ~~committee~~a ongoing ~~September~~concern 26basis, ~~2018~~which tocontemplates ~~investigate and analyze certain financial transactions in~~ the ~~aggregate~~realization ~~amount~~ of ~~approximately~~assets $1and ~~million~~satisfaction ~~that~~of ~~occurred~~liabilities ~~primarily~~and ~~between~~commitments ~~July~~in ~~2016~~the ~~and~~normal ~~March~~course ~~2018~~of ~~involving Mr~~business. ~~Laws.~~Should ~~The~~the ~~special~~Company ~~committee~~be ~~investigation~~unable ~~determined~~to ~~initially~~continue ~~that~~as ~~Mr.~~a ~~Laws~~going ~~initially~~concern, ~~owed~~it ~~the~~may ~~Company~~be ~~$1,197,198,~~unable ~~excluding~~to ~~penalty~~realize ~~and~~the ~~accrued~~carrying ~~interest,~~value of ~~which~~its ~~$485,966,~~assets ~~has~~and ~~been~~to ~~received~~meet byits ~~the~~liabilities ~~Company~~as atthey ~~the~~become ~~time of filing this Form 10-K~~due.

~~The~~Below ~~Company~~presents ~~has~~summary ~~restated the previously issued the three quarterly consolidated~~ financial ~~statements~~information for, ~~and financial information relating to,~~ the ~~fiscal~~two ~~year ended June 30, 2017, the most recent financial statements of the Company filed with the Securities and Exchange Commission. The audited year end consolidated financial statements for our~~ fiscal ~~year~~years ~~ended~~presented ~~June~~in ~~30, 2017 (As Restated), are incorporated into~~ this Form 10-K filing.

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. Subsequent professional costs including legal, auditing, forensic accounting and related filing costs related to this event have been added to the amounts owed by Mr. Laws. At the time of filing this report, we have determined costs associated with Mr. Laws action currently aggregates $1,652,863, of which we have collected $485,966.

June 30,

Filing Compare · Santa Fe Gold CORP