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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2020
¨		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

(Mark One)

~~Commission~~☒ ~~file~~QUARTERLY ~~number: 001-12974~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

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

For the transition period from ___________to _____________

Commission file number: 000-20430

SANTA FE GOLD CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	84-1094315
Nevada		84-1094315
(State or Other Jurisdiction	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Incorporation or Organization)	Identification No.)

~~3544~~2325 ~~Rio~~San ~~Grande~~Pedro ~~Blvd.~~NE, NWSuite 225

Albuquerque, NM ~~87107~~87110

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices)

(505) 255-4852

(Registrant’s ~~telephone~~Telephone ~~number~~Number, including ~~area~~Area ~~code~~Code)

~~Securities~~Former ~~registered~~name, ~~pursuant~~former toaddress ~~Section~~and ~~12(g)~~former offiscal ~~the~~year, ~~Act:~~if changed since last report)

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.002

Indicate by check mark whether the registrant ~~has~~(1) ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Securities ~~(Sec.232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. ☒ Yes ¨☐ No þ

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~every ~~filer,~~Interactive anData ~~accelerated~~File ~~filer,~~required ato ~~non-accelerated~~be ~~filer,~~submitted apursuant ~~smaller~~to ~~reporting~~Rule ~~company~~405 ~~or,~~of anRegulation ~~emerging~~S-T ~~growth company~~(§232.405 ~~See~~of ~~the~~this ~~definitions~~chapter) ofduring ~~“large~~the ~~accelerated~~preceding ~~filer,”~~12 ~~“accelerated~~months ~~filer,”~~(or ~~“smaller~~for ~~reporting~~such ~~company”~~shorter ~~and~~period ~~“emerging~~that ~~growth~~the ~~company”~~registrant inwas ~~Rule~~required ~~12b-2~~to ofsubmit ~~the~~such ~~Exchange Act~~files). ☒ Yes ☐ No

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ (Do not check if smaller reporting company) Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

As of October 26, 2020, the registrant had 427,504,214 shares of its common stock, par value $0.002 per share, outstanding.

SANTA FE GOLD CORPORATION
INDEX TO FORM 10-Q
PART I
FINANCIAL INFORMATION
		Page
	Cautionary Statement on Forward-Looking Statements	3
	Cautionary Note Regarding Exploration Stage Status	4
	SEC Industry Guide Definitions	4
Item 1.	Financial Statements	5
	Consolidated Balance Sheets as of December 31, 2019 (Unaudited) and June 30, 2019	5
	Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2019 and 2018 (Unaudited)	6
	Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended December 31, 2019 and 2018 (Unaudited)	7
	Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2019 and 2018 Unaudited)	8
	Notes to the Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23

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.

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
SIGNATURES		27
CERTIFICATIONS

Large accelerated filer	¨	Non-accelerated filer	x
Accelerated filer	¨	Smaller reporting company	☒
		Emerging growth company	☐

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Shares outstanding as of November 14, 2022 were 443,308,551.

SANTA FE GOLD CORPORATION

INDEX TO FORM 10-Q

PART I

FINANCIAL INFORMATION

Page
Cautionary Statement on Forward-Looking Statements		4

Item 1.	Financial Statements	6
	Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and June 30, 2022	6
	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2022 and 2021 (Unaudited)	7
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2022 and 2021 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2022 and 2021 (Unaudited)	9
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	28

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	31
Item 6.	Exhibits	31
SIGNATURES		31
CERTIFICATIONS

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

•land reclamation and mine closure may be burdensome and costly;

•significant risk and hazards associated with mining operations;

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

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

•our anticipated needs for working capital;

•our ability to secure financing;

•claims and legal proceedings against us;

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

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

•changes in the price of silver and gold;

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

•our projected sales and profitability;

•our business growth strategies;

•anticipated trends in our industry;

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

•problems regarding availability of materials and equipment;

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

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

Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, the Company does not intend to undertake to update the information in this Form 10-Q if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events, or other circumstances.

CAUTIONARY NOTE REGARDING EXPLORATION STAGE STATUS

We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations (“Industry Guide 7”), because we do not have reserves as defined under Industry Guide 7. Reserves are defined in Industry Guide 7 as that part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination. The establishment of reserves under Industry Guide 7 requires, among other things, certain spacing of exploratory drill holes to establish the required continuity of mineralization and the completion of a detailed cost or feasibility study.

Because we have no reserves as defined in Industry Guide 7, we have not exited the exploration stage and continue to report our financial information as an exploration stage entity as required under Generally Accepted Accounting Principles (“GAAP”). Although for purposes of FASB Accounting Standards Codification Topic 915, Development Stage Entities, we have exited the development stage and no longer report inception to date results of operations, cash flows and other financial information, we will remain an exploration stage company under Industry Guide 7 until such time as we demonstrate reserves in accordance with the criteria in Industry Guide 7.

Because we have no reserves, we have and will continue to expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We also expense our reclamation and remediation costs at the time the obligation is incurred. Companies that have reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as reserves are mined, with the resulting depletion charge allocated to inventory, and then to cost of sales as the inventory is sold. As a result of these and other differences, our financial statements will not be comparable to the financial statements of mining companies that have established reserves and have exited the exploration stage.

SEC INDUSTRY GUIDE 7 DEFINITIONS

The following definitions are taken from the mining industry guide 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.

Exploration State The term “exploration state” (or “exploration stage”) includes all issuers engaged in the search for mineral deposits (reserves) which are not in either the development or production stage. Development Stage The term “development stage” includes all issuers engaged in the preparation of an established commercially mineable deposit (reserves) for its extraction which are not in the production stage. This stage occurs after completion of a feasibility study. Mineralized Material The term “mineralized material” refers to material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction. Probable (Indicated) Reserve The term “probable reserve” or “indicated reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation. Production Stage The term “production stage” includes all issuers engaged in the exploitation of a mineral deposit (reserve). Proven (Measured) Reserve The term “proven reserve” or “measured reserve” refers to reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. Reserve The term “reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tons and grade to include diluting materials and allowances for losses that might occur when the material is mined.

~~PART~~Occurrence Iof such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, the Company does not intend to undertake to update the information in this Form 10-Q if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events, or other circumstances. We believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such statements can only be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” as detailed in Item1A of our Form 10-K filed on October 13, 2022. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this filed Form 10-Q.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SANTA FE GOLD CORPORATION CONSOLIDATED BALANCE SHEETS
		March 31,			June 30,
		2020			2019*
		(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	73,077		$	264,900
Prepaid expenses and other current assets		10,231			76,921
Total current assets		83,308			341,821
NON-CURRENT ASSETS:
Property and equipment, net		245,197			25,543
Mineral property		3,565,365			3,315,365
Finance lease right-of-use asset		39,938			—
Total non-current assets		3,850,500			3,340,908
Total Assets	$	3,933,808		$	3,682,729
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	3,413,156		$	3,151,035
Accrued liabilities		784,815			645,068
Lease obligation		15,551			—
Notes payable		558,543			598,543
Notes payable and accrued interest to related party		122,355			63,499
Total Current Liabilities		4,894,420			4,458,145
NON-CURRENT LIABILITY:
Lease obligation		10,055			—
Total Liabilities		4,904,475			4,458,145
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Common stock, $.002 par value; 550,000,000 shares authorized at March 31, 2020 and June 30, 2019; 403,596,348 shares issued and outstanding at March 31, 2020 and 379,775,217 shares issued and outstanding at June 30, 2019		807,193			759,550
Additional paid-in capital		93,577,328			91,943,704
Accumulated deficit		(95,355,188	)		(93,478,670	)
Total Stockholders' Deficit		(970,667	)		(775,416	)
Total Liabilities and Stockholders' Deficit	$	3,933,808		$	3,682,729

*The balance sheet at June 30, 2019 has been derived from the audited consolidated financial statement at that date.

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

SANTA FE GOLD CORPORATION

SANTA FE GOLD CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS
		September 30, 2022			June 30, 2022
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	65,703		$	19,939
Prepaid expenses and other current assets		13,016			8,740
Total current assets		78,719			28,679
Property and equipment, net		421,764			432,118
Mineral property		4,290,365			4,215,365
Deposit		125			125
Assets held for sale		25,800			202,821
Total Assets	$	4,816,773		$	4,879,108

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	3,799,234		$	3,812,836
Accrued liabilities		12,137,934			12,385,090
Notes payable, current maturities		2,352,671			2,343,635
Completion guaranty payable		3,359,873			3,359,873
Total current liabilities		21,649,712			21,901,434

Non-current notes payable		501,876			510,786
Total Liabilities		22,151,588			22,412,220
Commitments and Contingencies
Stockholders' Deficit:
Common stock, $0.002 par value, 550,000,000 shares authorized at September 30, 2022 and June 30, 2022; 443,308,551 issued and outstanding at September 30, 2022 and 441,308,551 shares issued and outstanding at June 30, 2022		886,617			882,617
Additional paid-in capital		96,692,220			96,558,521
Accumulated deficit		(114,913,652	)		(114,974,250	)
Total stockholders' deficit		(17,334,815	)		(17,533,112	)
Total Liabilities and Stockholders' Deficit	$	4,816,773		$	4,879,108

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~OPERATIONS~~are an integral part of these unaudited condensed consolidated financial statements.

(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2020			2019			2020			2019
REVENUES	$	—		$	—		$	—		$	—
OPERATING EXPENSES:
Exploration and mine related costs		238,771			32,718			903,887			40,407
General and administrative		272,192			1,835,213			957,071			2,354,003
Total Operating Expenses		510,963			1,867,931			1,860,958			2,394,410
LOSS FROM OPERATIONS		(510,963	)		(1,867,931	)		(1,860,958	)		(2,394,410	)
OTHER INCOME (EXPENSE):
Miscellaneous income		—			—			1			637
Gain on debt extinguishment		—			—			—			112,625
Recovery of misappropriation of funds		—			—			27,539			378,060
Financing costs – commodity supply agreement		—			(60,830	)		—			(166,725	)
Interest on mandatory redemption shares by related party		—			(127,800	)		—			(127,800	)
Interest expense		(15,030	)		(161,583	)		(43,100	)		(491,177	)
Total Other Income (Expense)		(15,030	)		(350,213	)		(15,560	)		(294,380	)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(525,993	)		(2,218,144	)		(1,876,518	)		(2,688,790	)
PROVISION FOR INCOME TAXES		—			—			—			—
NET INCOME (LOSS) AND COMPREHENSIVE LOSS	$	(525,993	)	$	(2,218,144	)	$	(1,876,518	)	$	(2,688,790	)
Basic and Diluted Per Share Data:
Net (Loss) Per Share – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding:
Basic and diluted		399,005,544			350,212,711			393,364,211			316,493,226

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

SANTA FE GOLD CORPORATION

~~CONSOLIDATED~~CONDENSED STATEMENTS OF ~~STOCKHOLDERS’ DEFICIT~~OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Unaudited)

							Additional
	Three Months Ended September 30,
Nine Months Ended March 31, 2020:	Common Stock						Paid-In		Accumulated
	2022			2021
	Shares			Amount			Capital		Deficit			Total
Revenues	$	-		$	-
Balance, June 30, 2019		379,775,217		$	759,550		$	91,943,704	$	93,478,670	)	$	(775,416	)
Operating Expenses:
Consulting stock-based compensation		181,466			363			14,916		—			15,279
Exploration and other mine related costs		26,175			38,560
Share subscriptions issued		12,285,714			24,572			835,428		—			860,000
General and administrative		281,041			327,661
Net (Loss)		—			—			—		(735,985	)		(735,985	)
Total Operating Expenses		307,216			366,221
Balance, September 30, 2019		392,242,397			784,485			92,794,048		(94,214,655	)		(636,122)
Loss from Operations		(307,216	)		(366,221	)
Consulting stock-based compensation		178,512			357			16,406		—			16,763
Other Income (Expense):
Share subscriptions issued		5,000,000			10,000			340,000		—			350,000
Miscellaneous income		172			-
Net (Loss)		—			—			—		(614,540	)		(614,540	)
Recovery (loss) associated with misappropriated funds		4,057			(522	)
Balance, December 31, 2019		397,420,909			794,842			93,150,454		(94,829,195	)		(883,899	)
Financing costs-commodity supply agreements		538,750			75,481
Share subscriptions issued		6,000,000			12,000			348,000		—			360,000
Interest expense		(175,165	)		(162,186	)
Consulting stock-based compensation		175,439			351			14,544					14,895
Total Other (Expense) Income		367,814			(87,227	)
Warrants issued		—			—			64,330		—			64,330
Income (Loss) Before Provision for Income Taxes		60,598			(453,448	)
Net (Loss)		—			—			—		(525,993	)		(525,993	)
Provision for Income Taxes		-			-
Balance, March 31, 2020		403,596,348		$	807,193		$	93,577,328	$	(95,355,188	)	$	(970,667	)
Net Income (Loss)	$	60,598		$	(453,448	)
Basic and Diluted Per Share Data:
Net Income (Loss) – Basic and diluted	$	0.00		$	(0.00	)
Weighted Average Common Shares Outstanding:
Basic		441,504,203			435,446,486
Diluted		496,070,845			435,446,486

					Additional
Nine Months Ended March 31 2019:	Common Stock				Paid- In			Accumulated
	Shares		Amount		Capital			Deficit				Total
Balances, June 30, 2018		300,000,000	$	600,000	$	84,113,690		$	(102,013,374	)	$	(17,299,684	)
Valuation change on mandatory share
redemption		—		—		342,000			—			342,000
Net Income		—		—		—			146,292			146,292
Balances, September 30, 2018		300,000,000		600,000		84,455,690			(101,867,082	)		(16,811,392	)
Valuation change on mandatory share
redemption		—		—		(126,000	)		—			(126,000	)
Net (Loss)		—		—		—			(616,938	)		(616,938	)
Balances, December 31, 2018		300,000,000		600,000		84,329,690			(102,484,020	)		(17,554,330	)
Issuance of subscribed shares		39,768,462		79,537		3,210,454			—			3,289,991
Issuance of shares sold		3,433,333		6,867		251,133			—			258,000
Consulting shares issued		1,179,134		2,358		112,055			—			114,413
Reissuance of shares loaned by related party		18,000,000		36,000		1,854,000			—			1,890,000
Valuation change in loaned shares		—		—		(340,200	)		—			(340,200	)
Warrants issued		—		—		1,497,985			—			1,497,985
Net(Loss)		—		—		—			(2,218,144	)		(2,218,144	)
Balances, March 31, 2019		362,380,929	$	724,762	$	90,915,117		$	(104,702,164	)	$	(13,062,285	)

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

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

SANTA FE GOLD CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
		Nine Months Ended
		March 31,
		2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(1,876,518	)	$	(2,688,790	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation		46,937			132,213
Costs associated with issued warrants		64,330			1,497,985
Financing costs – commodity supply agreements		—			166,725
Depreciation expense		30,888			—
Non-cash interest on mandatory redemption shares by a related party		—			127,800
Net change in operating assets and liabilities:
Prepaid expenses and other current assets		66,690			(2,008	)
Accounts payable and accrued liabilities		405,724			499,927
Net Cash Used in Operating Activities		(1,261,949	)		(266,148	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Refund (investment) in joint venture		—			25,000
Payment on mineral property		(250,000	)		(565,000	)
Purchase of property and equipment		(245,974	)		—
Net Cash Used in Investing Activities:		(495,974	)		(540,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issuances		1,570,000			758,000
Proceeds from note payable		—			239,750
Loan proceeds from related party		55,000			10,000
Option payment on lease-purchase		(15,000	)		—
Payments on lease principle		(3,900	)		—
Payments on note payable principle		(40,000	)		(182,522	)
Net Cash Provided by Financing Activities		1,566,100			825,228
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(191,823	)		19,080
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		264,900			18,897
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	73,077		$	37,977
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Valuation change on mandatory share redemption	$	—		$	124,200

SANTA FE GOLD CORPORATION

~~The~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~STATEMENTS ~~are~~OF anSTOCKHOLDERS’ ~~integral part of the unaudited consolidated financial statements.~~DEFICIT

(Unaudited)

					Additional
Three Months Ended September 30, 2022	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2022		441,308,551	$	882,617	$	96,558,521	$	(114,974,250	)	$	(17,533,112	)
Issuance of stock for cash		2,000,000		4,000		96,000		-			100,000
Value of warrants issued with stock purchases		-		-		37,699		-			37,699
Current period income		-		-		-		60,598			60,598
Balance September 30, 2022		443,308,551	$	886,617	$	96,692,220	$	(114,913,652	)	$	(17,334,815	)

					Additional
Three Months Ended September 30, 2021	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2021		433,018,551	$	866,037	$	95,759,064	$	(112,640,158	)	$	(16,015,057	)
Issuance of stock for cash		4,170,000		8,340		200,160		-			208,500
Value of warrants issued with stock purchases		-		-		90,633		-			90,633
Current period loss		-		-		-		(453,448	)		(453,448	)
Balance September 30, 2021		437,188,551	$	874,377	$	96,049,857	$	(113,093,606	)	$	(16,169,372	)

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

SANTA FE GOLD CORPORATION

~~NOTES~~CONDENSED TOCONSOLIDATED ~~THE~~STATEMENT ~~CONSOLIDATED~~OF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOWS

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

	Three Months Ended September 30,
	2022	2021
Cash Flows from Operating Activities:
Net Income (Loss)	$60,598	$(453,448)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Warrant/option expense from derivative liability	37,699	90,633
Depreciation and amortization	11,422	16,008
Non-cash interest expense	-	276
Non-cash change in finance charge on commodity supply agreement	(538,750)	(75,481)
Non-cash adjustment on recovery of misappropriated funds	-	522
Net change in operating assets and liabilities:
Prepaid expenses and other current assets	(4,276)	(11,668)
Accounts payable and accrued liabilities	278,118	246,613
Net Cash Used in Operating Activities	(155,189)	(186,545)

Cash Flows from Investing Activities:
Payment on mineral leases	(75,000)	(75,000)
Loss on property sale	943	-
Proceeds from property sale	176,078	37,478
Rental deposit	-	(125)
Purchase of property, plant and equipment	(1,068)	-
Net Cash Provided By (Used) in Investing Activities	100,953	(37,647)

Cash Flows from Financing Activities:
Proceeds from issuance of common stock	100,000	208,500
Payments on lease principle	-	(2,919)
Net Cash Provided by Financing Activities	100,000	205,581

Net (Decrease) Increase in Cash and Cash Equivalents	45,764	(18,611)
Cash and Cash Equivalents Beginning of period	19,939	27,458
Cash and Cash Equivalents End of Period	$65,703	$8,847
Supplemental Cash Flow Information:
Interest	$-	$1,649
Income taxes	$-	$-

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

SANTA FE GOLD CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

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.

In August 2017, the 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 ofin our subsidiary, Mineral Acquisitions, LLC~~, one of the Company’s five wholly owned subsidiaries~~.

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 athe related water rights lease ~~agreement~~agreements. The two properties are known as the Billali Mine and the Jim Crow Imperial Mine. The Company has ~~begun~~made improvements to the Jim Crow Imperial mine toand ~~start~~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 or in the first quarter of 2023 when we complete the construction of our mill operation in Duncan, Arizona. The Company has no current COVID-19 problems.

We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) ~~Industry~~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.

~~Recent Development~~Covid-19

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and 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.

At 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 isor 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.

~~Interim~~With ~~Financial~~three ~~Statements~~of our mine employees contacted the COVID-19 virus in the last week of November 2020, 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 or in the first quarter of 2023, depending on the projected completion of our mill operation in Duncan, Arizona.

~~The~~At ~~accompanying~~this ~~unaudited financial statements and related notes present the Company’s consolidated financial position as of March 31~~time, ~~2020~~we ~~and~~cannot ~~June~~foresee ~~30,~~whether ~~2019,~~ the ~~consolidated~~potential ~~results~~COVID-19 ofor ~~operations~~any ~~for~~other ~~the~~variants ~~three~~that ~~and~~may ~~nine~~affect ~~months~~our ~~ended~~future ~~March 31~~operations, ~~2020~~nor ~~and~~if ~~2019,~~an ~~the~~occurrence ~~consolidated~~should ~~statements of shareholders’ deficit for the nine months ended March 31~~happen, ~~2020~~can ~~and~~we ~~2019~~predict ~~and, consolidated cash flows for~~ the ~~nine~~severity ~~months ended March 31, 2020~~ and ~~2019.~~duration ~~The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~its ~~for~~impact. ~~interim~~Our ~~financial~~business ~~information~~plans and ~~with~~financial ~~the~~condition ~~instructions~~may ofbe ~~Form 10-Q~~materially and ~~Article 10~~adversely ofaffected ~~Regulation~~as ~~S-X.~~a ~~Accordingly,~~result ~~they do not include all~~ of the ~~information~~potential ~~and~~deteriorating ~~footnotes~~economic ~~required~~outlook byor ~~accounting~~other ~~principles~~factors ~~generally~~that ~~accepted~~we incannot ~~the United States of America for complete financial statements~~foresee. InAny ~~the opinion~~ of ~~management,~~these ~~all~~factors ~~adjustments~~and ~~(consisting~~other offactors ~~normal~~beyond ~~recurring~~our ~~accruals)~~control ~~considered~~could ~~necessary~~have ~~for~~an aadverse ~~fair~~effect ~~presentation~~on ~~have~~the ~~been~~overall ~~included.~~business ~~Operating~~environment ~~results~~and ~~for~~cause ~~the~~our ~~nine~~business ~~months~~to ~~ended~~suffer ~~March~~in ~~31,~~ways ~~2020,~~that ~~are~~we ~~not~~cannot ~~necessarily~~predict ~~indicative~~at ofthis ~~the~~time ~~results~~ and that may bematerially ~~expected~~and ~~for~~adversely ~~the~~impact ~~fiscal~~our ~~year~~business ~~ending June 30~~plans, ~~2020. The accounting policies followed by the Company are set forth in Note 2 to the Company’s~~ financial ~~statements~~condition ~~included~~and inresults ~~Form 10-K~~of ~~for~~future ~~the~~operations. ~~fiscal year ended June 30~~Currently, ~~2019.~~COVID-19 ~~These interim financial statements~~ and ~~notes~~any ~~thereto~~variants ~~should~~has behad ~~read~~no inadditional ~~conjunction~~effect ~~with~~on the ~~consolidated financial statements presented in the~~ Company~~’s 2019 Annual Report on Form 10-K filed on July 15, 2020~~.

910

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Basis~~Liquidity ~~of Presentation~~ and Going Concern

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

~~The~~Below ~~Company~~presents ~~has~~summary ~~recorded~~financial ~~net~~information ~~loss~~at ~~of $1,876,518 for~~ the ~~nine~~two ~~months~~periods ~~ended~~presented ~~March 31, 2020, and has a total accumulated deficit of $95,355,188 and a working capital deficit at March 31, 2020 of $4,811,112. The Company used~~ in ~~operating~~this ~~activities~~Form ~~approximately~~10-Q $1filing.26 ~~million. The Company currently has no source of generating revenue.~~

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

		September 30,			June 30,
		2022			2022
Cash on hand	$	65,703		$	19,939
Working capital (deficit)	$	(21,570,993	)	$	(21,872,755	)
Stockholder (deficit)	$	(17,334,815	)	$	(17,533,112	)

					September 30, 2021
Current quarter net income (loss)	$	60,598		$	(453,448	)

AtOn ~~March~~August 3126, ~~2020~~2015, ~~the~~Santa ~~Company~~Fe ~~was~~filed for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) in ~~default~~Delaware. onWith ~~delinquent~~the ~~payments~~dismissal onof ~~accounts~~our ~~payable~~bankruptcy case in June 15, 2016, all assets of ~~approximately~~the $3Company were sold.2 ~~million,~~These ~~$399~~conditions ~~thousand~~raise onsubstantial adoubt ~~note~~regarding ~~payable~~the ~~and~~Company’s ~~$696~~ability ~~thousand~~to oncontinue ~~other~~as ~~accrued~~a ~~liabilities.~~going concern.

~~The~~To ~~unaudited~~continue ~~consolidated~~as ~~financial~~a ~~statements~~going doconcern, ~~not~~the ~~include~~Company ~~any~~is ~~adjustments~~dependent ~~relating~~on tocontinued ~~the~~capital ~~recoverability~~financing for project development, repayment of various debt facilities and ~~classification~~payment of ~~asset~~current ~~amounts~~operating orexpenses until the ~~classification~~Company ofhas ~~liabilities~~constructed ~~that~~its ~~might~~mill beoperation ~~necessary~~and ~~should~~implemented ore production at our mine sites to process the ~~Company~~mineralized beore ~~unable~~to generate revenue. We have no commitment from any party to ~~continue~~provide additional working capital and there is no assurance that any funding will be available as arequired, ~~going~~or ~~concern~~if available, that its terms will be favorable or acceptable to the Company.

As of the periods ending September 30, 2022 and June 30, 2022, the Company was in default on accounts payable and debt facility payments that relate to our pre-bankruptcy debt as follows:

	September 30,	June 30,
	2022	2022
Amount due under the Gold Stream Agreement	$9,884,977	$10,379,629
Notes payable and accrued interest	5,847,572	5,736,243
Accounts payable and other accrued liabilities	3,669,213	3,663,249
Total	$19,401,762	$19,779,121

Principles of Consolidation

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

~~Use of~~ Estimates

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

Significant estimates are used when accounting for the Company'’s carrying value of mineral properties, useful life of fixed assets, depreciation and amortization, accruals, derivative instrument liabilities, ~~valuation~~taxes ofand ~~warrants~~contingencies, ~~taxes~~asset ~~and~~retirement ~~contingencies~~obligations, revenue recognition, and stock-based compensation which are discussed in the respective notes to the consolidated financial statements.

~~Fair Value Measurements~~11

~~The~~Fair ~~carrying~~Value ~~values~~ of ~~cash~~Financial ~~and~~Instruments cash equivalents, accounts payable and accrued liabilities approximated their related fair values as of March 31, 2020, and June 30, 2019, due to the relatively short-term nature of these instruments. The carrying value of the Company's convertible notes payable approximates the fair value based on the terms at which the Company could obtain similar financing and the short-term nature of these instruments.

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

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

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

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

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

Cash and Cash Equivalents

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

Property and Equipment

Property ~~and~~is ~~equipment are~~ carried at cost. ~~Maintenance~~The ~~and~~cost of repairs ~~that~~and domaintenance ~~not~~are ~~improve~~expensed oras ~~extend~~incurred and ~~the~~major ~~life~~replacements and improvements are capitalized. When assets are retired or disposed of, the ~~respective~~cost ~~assets~~and accumulated depreciation are ~~expensed~~removed asfrom ~~incurred. Expenditures~~the ~~for~~accounts, ~~new~~and ~~property~~any resulting gains or ~~equipment~~losses ~~and~~are ~~expenditures~~included ~~that~~in ~~extend~~income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful ~~lives~~life of ~~existing~~the assets as follows.

	Vehicles	5 years
	Mine equipment	7 years
	General equipment	3-7 years
	Small tools	1.25 years

property and equipment are capitalized and recorded at cost. Upon retirement, sale or other disposition, the cost and accumulated amortization are eliminated and the gain or loss is included in operations. Depreciation is taken over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of the equipment are shown below. Land is not depreciated.

	Estimated Useful Life
Mine equipment	7 Years
General equipment	5 – 7 Years
Automotive	4.5 - 5 Years
Small tools	1.25 Years

Derivative Financial Instruments

The Financial Accounting Standards Board (“FASB”) provides guidance that requires derivative instruments to be recognized as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value of derivative instruments depends on their intended use and resulting hedge designations. For derivative instruments designated as hedges, the changes in fair value are recorded in the balance sheets as a component of accumulated other comprehensive income (loss). Changes in the fair value of derivative instruments not designated as hedges are recorded in the consolidated statements of operations, generally as a component of other income (expense).

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with a term of more than one year. Accounting by lessors will remain similar to existing U.S. GAAP. Subsequent accounting standards updates have been issued, which amend and/or clarify the application of ASU 2016-02. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted Topic 842 as of July 1, 2019 and at this time the new standard will not have an impact on our consolidated financial statements until significant a lease agreement is entered.

Warrants

in connection with certain financing, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period.

The Company assessed the classification of its common stock purchase warrants as of the date of each equity offering and determines that such instruments meet the criteria for equity classification, as the settlement terms indicate that the instruments are indexed to the entity’s underlying stock.

Net Income (Loss) Per Share

Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. For the three and nine months ended March 31, 2020 and 2019, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive.

Stock-Based Compensation

Share based payments to nonemployees are valued at the earlier or a commitment date or completion of services. The Company had stock-based compensation to non-employees of $46,937 and $132,213 in the nine months ending March 31, 2020 and 2019, respectively.

New Accounting Standards

In June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than adoption of ASC 606. The Company adopted ASU 2018-07, effective July 1, 2019, and determined the adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating this guidance and the impact on its Consolidated Financial Statements.

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

Mine Development

Mine development costs include engineering and metallurgical studies, drilling, and other related costs to delineate an ore body, and the building of access ways, shafts, lateral access, drifts, ramps and other infrastructure in an underground mine. Costs incurred before mineralization is classified as proven and probable reserves are expensed and classified as exploration expense. Capitalization of mine development project costs, that meet the definition of an asset, begins once mineralization is classified as proven and probable reserves.

Drilling and related costs are capitalized for an ore body where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting non-reserve mineralization to proven and probable reserves. All other drilling and related costs are expensed as incurred. Drilling costs incurred during the production phase for operational ore control are allocated to inventory costs and then included as a component of costs applicable to sales.

As of March 31, 2020, the Company has not established proven or probable reserves or established the commercial feasibility of any of our exploration projects and all exploration costs are being expensed.12

Mine development is amortized using the units-of-production method based upon estimated recoverable ounces in proven and probable reserves. To the extent that these costs benefit an entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific ore body. Currently, with no claims or mines in our possession that have proven and probable reserves, we have no development costs incurred. As of September 30, 2022, the Company has not established proven or probable reserves or established the commercial feasibility of any of our exploration projects in the opinion of a qualified person as defined in Regulation S-K 1300 and all mine development costs are expensed as incurred.

Mineral Rights

Mineral properties are capitalized at their fair value at the acquisition date, either as an individual asset purchase or as part of a business combination. When it is determined that a mineral property can be economically developed as a result of establishing reserves, subsequent mine development is capitalized and are amortized using the units of production method over the estimated life of the ore body based on estimated recoverable tonnage in proven and probable reserves.

The Company’s mineral rights generally are enforceable regardless of whether proven and probable reserves have been established. The Company has the ability and intent to renew mineral interests where the existing term is not sufficient to recover all identified and valued proven and probable reserves and/or undeveloped mineralized material.

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established.

ToWhen ~~date~~a property reaches the production stage, the ~~Company~~related ~~has~~capitalized ~~not~~costs ~~established~~are ~~the~~amortized ~~commercial~~on ~~feasibility~~a units-of-production ~~any~~basis ~~exploration~~over ~~projects;~~the ~~therefore,~~proven ~~all~~and ~~exploration~~probable ~~costs~~reserves ~~are~~following ~~expensed~~the ascommencement ~~incurred~~of production. ~~Mineral~~ ~~properties~~The ~~are~~Company ~~capitalized~~assesses atthe ~~their~~carrying ~~fair~~costs ~~value~~of at the ~~acquisition~~capitalized ~~date,~~mineral ~~either~~properties asfor animpairment ~~individual~~under ~~asset~~ASC ~~purchase~~360-10, or“Impairment asof ~~part~~long-lived ofassets”, aand ~~business~~evaluates ~~combination.~~the carrying value under ASC 930-~~805~~360, “Extractive Activities - Mining:”, ~~Business Combinations~~annually.” ~~ASC~~An ~~930-805~~impairment ~~states~~is ~~that~~recognized ~~mineral~~when ~~rights~~the ~~consist~~sum of the ~~legal~~expected ~~right~~undiscounted tofuture ~~explore,~~cash ~~extract~~flows is less than the carrying amount of the mineral properties. Impairment losses, ~~and~~if ~~retain~~any, atare ~~least~~measured aas ~~portion~~the excess of the ~~benefits~~carrying ~~from~~amount of the mineral ~~deposits.~~properties ~~Mining~~over ~~assets~~its ~~include~~estimated ~~mineral~~fair ~~rights~~value.

~~Acquired~~To ~~mineral~~date, ~~rights~~the ~~are~~Company ~~considered~~has ~~tangible~~not ~~assets~~established ~~under ASC 930-805. As a result,~~ the ~~direct~~economically ~~costs~~viability toof ~~acquire~~any ~~mineral~~of ~~rights~~our ~~are~~exploration ~~initially~~prospects ~~capitalized~~ as ~~tangible~~defined ~~assets.~~under ~~Mineral~~Regulation ~~rights~~S-K, ~~include~~therefore, ~~costs~~all ~~associated~~exploration ~~with~~costs ~~acquiring~~are ~~patented~~expensed ~~and~~as ~~unpatented mining claims~~incurred.

~~When~~Impairment aof ~~property reaches the production stage, the related capitalized costs are amortized on a units~~Long-~~of-production~~Lived ~~basis over the proven and probable reserves following the commencement of production. The Company assesses the carrying costs of the~~ Assets

12The Company reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not recognize any impairment during the three months ended September 30, 2022 and 2021.

~~capitalized~~Reclamation ~~mineral properties for impairment under ASC 360-10, “Impairment of long-lived assets”,~~ and ~~evaluates~~Asset ~~the~~Retirement carrying value under ASC 930-360, “Extractive Activities - Mining”, annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral properties over its estimated fair value.Obligation

~~When~~Reclamation itobligations is(“ARO”) ~~determined~~are ~~that~~recognized awhen ~~mineral~~incurred ~~property~~and ~~can~~recorded beas ~~economically~~liabilities ~~developed~~at asfair avalue. ~~result~~The ofliability ~~establishing~~is ~~reserves,~~accreted ~~subsequent~~over ~~mine~~time ~~development~~through periodic charges to accretion expense. The asset retirement cost is capitalized as part of the asset’s carrying value and depreciated over the life of the related asset. Reclamation costs are ~~amortized~~periodically ~~using~~adjusted to reflect changes in the ~~units~~estimated present value resulting from the passage of ~~production~~time ~~method~~and ~~over~~revisions to the ~~estimated~~estimates ~~life~~of either the timing or amount of the ~~ore~~reclamation ~~body~~costs. The reclamation obligation is based on ~~estimated~~when ~~recoverable~~spending ~~tonnage~~for an existing disturbance will occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation at each mine site in ~~proven~~accordance ~~and~~with ~~probable~~ASC ~~reserves~~guidance for reclamation obligations. WeNo ~~may~~reclamation ~~never~~costs ~~identify~~were ~~proven~~required ~~and~~for ~~probable~~the ~~reserves~~three months ended September 30, 2022 and 2021.

AtDerivative ~~the~~Financial time the Company has a revenue stream from a project, the Company will amortize any capitalized balance each quarter. Companies that have reserves under SEC Industry Guide 7 typically capitalize these costs, and subsequently depreciate or amortize them on a units-of-production basis as reserves are mined. Unlike these other companies, our properties have no reserves we will depreciate or amortize any capitalized costs based on the most appropriate amortization method, which includes straight-line or units-of-production method over the estimated remaining life of the mine, as determined by our geologist. As we have no reliable information to computeInstruments a units of production methodology, we will amortize our capitalized costs on a straight-line basis over the estimated remaining life of the mine as determined by our geologist. Because of these and other differences, our financial statements may not be comparable to the financial statements of mining companies that have proven and probable reserves on their properties.

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

Reclamation obligations are recognized when incurred and recorded as liabilities at fair value. The liability is accreted over time through periodic charges to accretion expense. The asset retirement cost is capitalized as part of the asset’s carrying value and depreciated over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The reclamation obligation is based on when spending for an existing disturbance will occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation at each mine site in accordance with the provisions of ASC 440, “Asset Retirement and Environmental Obligations”, which establishes the standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. No reclamation costs were required for the nine months ended March 31, 2020.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following at March 31, 2020 and June 30, 2019:

	March 31,			June 30,
	2020			2019
Vehicles	$	26,442		$	20,725
Small tools		4,882			—
Mining equipment		205,193			4,818
Land, non-mineral		35,000			—
		271,517			25,543
Less Accumulated depreciation		(26,320	)		—
	$	245,197		$	25,543

During the nine-month periods ended March 31, 2020 and 2019, the Company recognized depreciation expense of $26,320 and $0, respectively.

The Company during the current fiscal year, began maintenance and repair activities at the Jim Crow mine site along with geological work on the site and related mine ore material. The Company during this quarter purchased the required materials and equipment to perform the required activities under our mine manager. During the quarter our major mining equipment purchases aggregated $200,375. The significant acquisitions were mainly a crusher, generators, wheel loader, conveyors, capitalized repairs and freight on related heavy equipment purchases. We also purchased a site for a storage yard for our mine inventory for $35,000 and is accessible to our Billali and Jim Crow mines. The property consist of 1.64 acres, has water and electricity to the property, a night security lighting and security fencing with a truck access gate.

~~NOTE~~Derivative 4financial ~~–MINERAL~~instruments ~~PROPERTIES~~are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized as a one-day derivative loss, in order to initially record the derivative instrument liabilities at their fair value.

The ~~Company~~discount ~~has~~from ~~capitalized~~the ~~acquisition~~face ~~costs~~value of convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated interest on ~~mineral~~the ~~properties~~instrument, asis ~~follows:~~amortized over the life of the instrument through periodic charges to income, using the effective interest method.

	March 31,	June 30,
	2020	2019
Alhambra - Blackhawk project	$ 3,115,365	$ 3,115,365
Billali – Jim Crow Imperial mineral rights project	450,000	200,000
	3,565,365	3,315,365
Less accumulated amortization	—	—
	$ 3,565,365	$ 3,315,365

When required to arrive at the fair value of derivatives associated with the convertible notes and warrants, a Black Scholes or Monte Carlo model are utilized that values the Convertible Note and Warrant based on average discounted cash flow factoring in the various potential outcomes by a Chartered Financial Analyst (‘CFA”). In determining the fair value of the financial derivatives, the CFA assumes that the Company’s business would be conducted as a going concern.

~~Exploration~~The ~~Status~~classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

We have not established that the Alhambra - Blackhawk project or Billali Mine - Jim Crow Mine rights projects contain proven or probably reserves, as defined under Industry Guide 7. Minimal exploration activities have commenced to date and minimal exploration costs have been incurred and expensed. 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 a firm financing commitment for any exploration activities.Leases

~~The~~In ~~Company~~February ~~commenced~~2016, ~~development~~the ofFASB issued ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize assets and liabilities on the ~~Jim~~balance ~~Crow~~sheet ~~mine~~for inthe ~~late~~rights ~~2019~~and obligations created by all leases with a term of more than one year. ~~Work~~Accounting by lessors will remain similar to ~~date~~existing ~~has~~U.S. ~~consisted~~GAAP. Subsequent accounting standards updates have been issued, which amend and/or clarify the application of ~~beginning~~ASU 2016-02. For the ~~upgrading~~purposes of recognizing ROU assets and lease liabilities associated with the ~~surface~~Company’s ~~facilities~~leases, ~~rehabilitating~~the Company has elected the ~~shaft~~practical expedient to not recognize a ROU asset or lease liability for short-term leases, ~~expanding~~which are leases with a term of twelve months or less. The lease term is defined as the ~~hoisting~~noncancelable ~~capability~~portion ~~and~~of ~~underground~~the ~~development~~lease onterm ~~three~~plus ~~levels~~any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised. AThe ~~crushing~~guidance ~~plant~~is ~~was~~effective ~~purchased~~for fiscal years, and ~~installed~~interim atperiods ~~Duncan,~~within ~~Arizona~~those years, inbeginning ~~late~~after ~~2019~~December 15, 2018. The Company ~~has~~adopted ~~the~~Topic ~~right~~842 toas ~~cancel~~of ~~the~~July ~~Agreement~~1, 2019 and at ~~any~~this time. the standard will not have a significant impact on our consolidated financial statements until a significant lease agreement is entered.

Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. Mining assets include mineral rights. The payments made under the Billali Mine - Jim Crow Mine Agreement are capitalized by the Company and when a revenue stream is attained the capitalized balance will amortized. Warrants

~~NOTE~~In 5connection ~~– ACCRUED~~with ~~LIABILITIES~~certain financing, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period.

~~Accrued~~The ~~liabilities~~Company ~~consist~~assessed the classification of its common stock purchase warrants as of the ~~following~~date atof ~~March~~each 31equity offering and determines that such instruments meet the criteria for equity classification, ~~2020~~as the settlement terms indicate that the instruments are indexed to the entity’s underlying stock. Warrant and ~~June~~option expense for the three months ended September 30, ~~2019:~~2022 and 2021 was $37,699 and $90,633, respectively.

		March 31,		June 30,
		2020		2019
Interest	$	232,965	$	194,318
Vacation		15,771		15,771
Payroll		225,723		124,623
Franchise taxes		8,697		8,697
Other		29,580		29,579
Audit		18,557		18,557
Property taxes		253,523		253,523
	$	784,815	$	645,068

Income Taxes

~~NOTE~~The 6Company ~~– NOTES~~accounts ~~PAYABLE~~for income taxes using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. A valuation allowance is recorded when it is more likely than not that deferred tax assets will be unrealizable in future periods. As of September 30, 2022 and June 30, 2022, the Company has recorded a valuation allowance against the full amount of its net deferred tax assets. The inability to foresee taxable income in future years makes it more likely than not that the Company will not realize its recorded deferred tax assets in future periods.

~~Installment~~Net ~~Note~~Earnings (Loss) Per Share

OnBasic ~~June~~loss 1,per ~~2012,~~share ~~the~~is ~~Company~~computed ~~entered~~by ~~into~~dividing annet ~~installment~~loss ~~sales~~available ~~contract for $593,657~~ to ~~purchase~~common ~~certain~~stockholders ~~equipment.~~by ~~The term of~~ the ~~agreement~~weighted isaverage ~~for~~number ~~48 months at an interest rate~~ of ~~5.75%,~~common ~~with~~shares ~~the~~outstanding ~~equipment~~during ~~securing~~ the ~~loan~~period. ~~The~~Diluted ~~balance~~loss ~~owed~~per onshare ~~the~~is ~~note~~computed ~~was~~by ~~$398,793~~dividing atnet ~~March~~loss ~~31,~~applicable ~~2020~~to ~~and~~common ~~June~~stockholders ~~30,~~by ~~2019.~~the ~~The~~weighted ~~Company~~average ~~has~~number ~~been~~of ~~unable~~common toshares ~~make its monthly payments since November 2013~~outstanding, ~~and~~plus ~~has~~the ~~been~~number inof ~~default~~additional ~~since~~common shares that ~~time.~~would ~~The~~have ~~equipment has~~ been ~~returned~~outstanding toif ~~the~~all ~~vendor~~dilutive ~~for~~potential ~~sale~~common ~~and~~shares ~~remains~~had ~~unsold~~been atissued ~~March~~using ~~31, 2020. Interest expense for~~ the ~~nine~~treasury ~~months~~stock ~~ended March 31, 2020 and 2019 was $17,198, respectively~~method. ~~Accrued~~Diluted ~~interest~~loss onper ~~the~~share ~~note~~excludes atall ~~March 31, 2020 and June 30, 2019 was $127,816 and $110,618, respectively.~~

~~Note~~potential ~~Payable~~common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive for the three months ended September 30, 2021. For three months ended September 30, 2022 the calculations of basic and diluted loss per share are presented below.

~~An individual during the prior fiscal year loaned Company $239,750 of which the Company paid back $40,000 during that current fiscal year and $40,000 was paid back during the current fiscal year.~~ The ~~loan~~potentially isdilutive atsecurities anconsisted ~~annual interest rate~~ of ~~6%,~~ ~~has no stated due date and is payable on demand by~~ the ~~lender.~~following Accrued interest on the loan at March 31, 2020 and June 30, 2019 was $15,337 and $7,793, respectively. Balance of the loan at March 31, 2020 and June 30, 2019 was $159,750 and $199,750, respectively. Interest expense on the loan for the ~~nine~~period ~~months~~ ended ~~March~~September 3130, ~~2020 and 2019 is $7,544 and $4,226, respectively.~~2022:

The following summarizes notes payable:		March 31,		June 30,
		September 30, 2022
		2020		2019
Options to purchase common stock		40,000,000
Installment sales contract on equipment, interest at 5.75%, payable in 48 monthly installments of $13,874, including interest through July 2016.	$	398,793	$	398,793
Warrants to purchase common stock		15,468,816
Note payable		159,750		199,750
Notes payable - current	$	558,543	$	598,543

~~NOTE~~A 7reconciliation –of ~~LEASE~~the ~~OBLIGATION~~weighted average shares outstanding used in the basic and diluted earnings per share (“EPS”) computation for the three months ended September 30, 2022 is as follows:

We signed a finance lease purchase agreement effective January 1, 2020, for the acquisition of a non-mineral property for our processing plant site to house our crusher and related future milling operations.

	Net Income (Numerator)		Weighted Average Common Shares (Denominator)		Per Share Amount
For the three months ended September 30, 2022:
Basic EPS
Income available to common stockholders		$ 60,598		441,504,203		$ 0.00
Diluted EPS
Dilutive shares from options and warrants		—		54,566,642		0.00
Income available to common stockholders plus assumed conversions		$ 60,598		496,070,845		$ 0.00

The determination of whether an arrangement contains a lease and the classification of a lease, if applicable, is made at lease commencement, at which time the Company also measures and recognizes an right of use (“ROU”) asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. For the purposes of recognizing ROU assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient to not recognize a ROU asset or lease liability for shortStock-~~term~~Based leases, which are leases with a term of twelve months or less. The lease term is defined as the noncancelable portion of the lease term plus any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised.Compensation

~~ROU~~In ~~assets~~connection ~~and~~with ~~liabilities~~terms ~~are~~of ~~recognized~~employment atwith the ~~lease~~Company’s ~~commencement~~executives ~~date~~and ~~based~~employees, on the ~~present~~Company ~~value~~occasionally ofissues ~~lease~~options ~~payments~~to ~~over~~acquire ~~the~~its ~~lease~~common ~~term~~stock. ~~The~~Awards ~~rates~~are ~~implicit~~made ~~within~~at the ~~Company's~~discretion ~~lease~~of isthe ~~not~~Board ~~determinable~~of Directors. ~~The~~Such ~~determination~~options ofmay ~~the~~be ~~Company’s~~exercisable ~~incremental~~at ~~borrowing~~varying ~~rate~~exercise ~~requires~~prices ~~judgment.~~and ~~The~~generally ~~incremental~~vested ~~borrowing~~upon ~~rate~~date isof ~~determined~~grant ator ~~lease~~may ~~commencement~~vest ~~and~~over ~~the~~a ~~Company~~period ~~determined~~of ~~its~~six ~~incremental~~months ~~borrowing~~to ~~rate~~a onyear. ~~the~~The ~~finance~~Company ~~lease~~accounts tofor beoption-based ~~12%.~~compensation Aton the ~~lease~~grant ~~inception,~~date fair value of the award. The Company ~~recorded~~estimates athe ~~ROU~~fair ~~asset~~value of ~~$44,505~~the ~~and~~award ausing ~~corresponding~~the ~~lease~~Black-Scholes ~~liability~~option pricing model for valuation of ~~$29,505~~the share-based payments. The ~~asset~~Company ~~value~~believes isthis ~~comprised~~model ofprovides the ~~present~~best ~~value~~estimate of ~~the~~fair ~~lease~~value ~~payments~~due atto ~~inception~~its ofability ~~$29~~to incorporate inputs that change over time,~~505~~ such as volatility and ~~the~~interest ~~payment~~rates, ofand ~~the~~to ~~purchase~~allow ~~option~~for ~~price~~actual exercise behavior of ~~$15,000~~option atholders. The compensation cost is recognized over the ~~lease~~expected ~~inception~~vesting period.

The ~~components~~Company has adopted the provisions of ~~lease~~FASB ~~expense~~ASC ~~and~~718, ~~supplemental~~“Stock ~~cash~~Compensation” ~~flow~~(“ASC ~~information~~718”), ~~related~~which toestablishes ~~lease~~accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). New shares of the Company’s common stock are asissued ~~follows:~~for any options exercised.

	Nine Months ended March 31, 2020
Lease Cost
Financing lease cost included in exploration and mine costs is $4,568 and $600 in interest expense in Company’s unaudited condensed statement of operations	$	5,168
Other Information:
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended March 31, 2020	$	4,500
Remaining lease term - operating lease (in years)		1.583
Discount rate - financing lease		12.0%
Effective rate - financing lease		13.1%

Share based payments to employees and nonemployees are valued at the earlier or a commitment date or completion of services. The Company had no stock-based compensation for the three-months ended September 30, 2022 and 2021.

Recent Accounting Pronouncements

Recent effective pronouncements issued by the FASB (including its Emerging Issues Task Force, or pronouncements issued but not yet effective, are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

	As of March 31, 2020
Financing lease:
Right-of-use asset, net	$	39,938
Financing lease liability - current portion		15,551
Financing lease liability - non-current portion		10,055
Total operating lease liabilities	$	25,606

NOTE 3 – PROPERTY AND EQUIPMENT

Fiscal Year Ending 6/30:	Financing Lease
2020 (remaining 3 months)	$	4,500
2021		18,000
2022		6,000
Total lease payments	$	28,500
Less: Present value discount		(2,894)
Present value of lease liabilities	$	25,606

Property and equipment consist of the following at September 30, 2022 and June 30, 2022:

Lease associated costs were $5,168 during the nine months ended March 31, 2020 , and there were no associated lease costs during the nine months ended March 31, 2019.

	September 30,		June 30,
	2022		2022
Mine equipment	$ 146,399		$ 146,399
General equipment	160,081		160,081
Small tools	4,882		4,882
Mill site property	175,343		175,343
Mill site development costs	35,134		35,134
Land	35,000		35,000
Office equipment	1,068		-
	557,907		556,839
Less: accumulated depreciation	(136,143	)	(124,721	)
	$ 421,764		$ 432,118

~~NOTE~~Depreciation 8and ~~– FAIR~~amortization ~~VALUE~~expense ~~MEASUREMENTS~~on property and equipment and right-of-use asset for the three months ended September 30, 2022 and 2021 was $11,422 and $16,008, respectively.

~~The~~Note ~~Company~~4 ~~follows~~– MINERAL ~~paragraph~~RIGHTS 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

The Company has capitalized acquisition costs on mineral properties at September 30, 2022 and June 30, 2022 as follows:

	September 30,		June 30,
	2022		2022
Alhambra – Blackhawk project	$	3,115,365	$	3,115,365
Billali – Jim crow Imperial minerals rights		1,175,000		1,100,000
		4,290,365		4,215,365
Less: Accumulated amortization		-		-
Mineral property	$	4,290,365	$	4,215,365

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

~~The~~We ~~carrying~~have ~~amounts~~not ofestablished that the ~~Company’s~~Alhambra ~~financial~~- ~~assets~~Blackhawk ~~and~~project ~~liabilities,~~or ~~such~~Billali Mine - Jim Crow/Imperial Mine rights projects contain mineral reserves, as ~~cash~~defined ~~and~~in ~~accounts~~Regulation ~~payable~~S-K ~~approximate~~1300. ~~their~~Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair ~~values~~value ~~because~~as of the ~~short~~acquisition ~~maturity~~date. Mining assets include mineral rights. The payments made under the Billali Mine - Jim Crow Mine Agreement are capitalized by the Company and if a revenue stream is attained, of ~~these~~which ~~instruments~~there can be no assurance, the capitalized balance will be amortized to expense.

~~NOTE~~We 9are ~~– COMMITMENTS~~an ~~AND~~exploration ~~CONTINGENCIES~~stage company as our properties have no mineral reserves disclosed as defined in Regulation S-K 1300. A 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. Because of costs to attain mineral reserves, it should be noted, we may never exit the exploration stage status.

~~Billali~~To date, with respect to the Alhambra - Blackhawk project, 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 ~~Jim~~other ~~Crow/Imperial~~personnel ~~Mines~~that ~~Project~~will conduct or assist in any exploration work. The Company will need to raise funds to conduct additional exploration work and it currently lacks a firm financing commitment for any exploration activities.

~~The~~On ~~Company~~December ~~determined~~1, 2020, the ~~Agreement~~Company onmade a joint announcement with Texas Mineral Resources Corp. (“TMRC”), of the ~~Billali~~execution ~~and~~of ~~Jim~~a ~~Crow/Imperial~~letter ~~mines~~agreement isto pursue, negotiate and thereafter enter into a ~~lease~~definitive joint venture agreement with TMRC to jointly explore and isdevelop ~~cancellable~~a attargeted ~~any~~silver ~~time~~property to be selected by ~~the~~TMRC ~~Company.~~among ~~Costs~~patented ofand ~~lease,~~unpatented ~~exploration,~~mining ~~carrying~~claims ~~and~~held ~~retaining~~by ~~unproven~~Santa ~~mineral~~Fe ~~lease~~Gold ~~properties~~within ~~are~~the ~~expensed~~Black asHawk ~~incurred.~~Mining ~~The~~District ~~Company~~in ~~expenses~~Grant ~~all~~County, ~~mineral~~New ~~exploration~~Mexico. ~~costs~~Completion asof ~~incurred~~a asjoint itventure agreement is ~~still~~subject into the successful outcome of a multi-phase exploration ~~stage~~plan to be undertaken in the near future by TMRC. IfUnder terms of the ~~Company~~letter ~~identifies~~agreement ~~proven~~TMRC plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe Gold consisting of geologic

mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or ~~probable~~other ~~reserves~~methods inas ~~its~~warranted. ~~investigation~~The purpose of ~~its~~the ~~properties~~letter ~~and~~agreement ~~upon~~was ~~development~~to ofallow aTMRC ~~plan~~the ~~for~~ability anto ~~operating~~enter aonto ~~mine~~the Company’s property, itbegin ~~would~~incurring ~~enter~~the costs associated with the ~~development~~work ~~stage~~necessary to secure a bankable feasible study. The parties may then secure the funding needed to develop and ~~capitalize~~mine ~~future~~the ~~costs~~80 ~~until~~acres ~~production~~that isTMRC ~~established~~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.

AsOn ofJuly ~~March 31~~28, ~~2020~~2022, ~~the~~TMRC ~~Company~~issued ~~has~~a ~~not~~press ~~established~~release ~~the~~that ~~commercial~~updated ~~feasibility~~the ofsuccessful ~~any~~completion of ~~our~~their ~~exploration~~geophysical ~~projects;~~work ~~therefore,~~in ~~all~~the ~~exploration~~Blackhawk ~~costs~~mining ~~are~~district ~~being expensed. As of March 31, 2020, we have paid $450,000 under the Agreement~~ in ~~the~~New ~~current fiscal year~~Mexico. ~~Acquired~~The ~~mineral~~related ~~rights~~project ~~are~~details ~~considered~~that ~~tangible~~were ~~assets~~provided ~~under~~to ~~ASC~~TMRC ~~930-805.~~by ~~As a result,~~ the ~~direct~~advanced ~~costs~~technology todeployed ~~acquire~~were ~~mineral~~cost ~~rights~~effective ~~are~~and ~~initially~~will ~~capitalized~~assist asTMRC ~~tangible~~in ~~assets.~~developing ~~Mineral~~their ~~rights~~next ~~include~~phase ~~costs~~in ~~associated~~their ~~with~~exploration ~~acquiring~~program ~~patented~~on ~~and~~project ~~unpatented mining claims~~site.

~~Payments~~The ~~under~~Company commenced exploration work on the ~~Amended~~Jim ~~Agreement~~Crow Nomine in late 2019. 4Work ~~dated~~to ~~effective~~date ~~October~~has 7consisted of beginning the upgrading of the surface facilities, ~~2020~~rehabilitating the shaft, onexpanding the ~~Billali~~hoisting capability and underground excavation and mining preparation on three levels. Early in the third quarter of 2020 we commenced initial mining operations in the Jim Crow~~/Imperial~~ ~~project~~mine. ~~are~~The asCompany ~~follows:~~had our mined ore tested at a nearby smelter that it had used prior to our bankruptcy proceedings and the ore was approved for processing at the smelter. In November the smelter ceased taking all outside ore due to a new certification they were attempting to secure. At that time the Company was currently forced to change its current business plan and look for a favorable mill site to process our mined ore. In January 2020 a purchase option was entered into for a future crushing plant site in Duncan, Arizona. The Company had the right to cancel the Agreement at any time. The Company raised the funds purchase the mill property in Duncan, Arizona and the purchase closed on November 9, 2021.

~~The~~With ~~Total~~three ~~Purchase~~of ~~Price~~our mine employees having contacted the COVID-19 virus in the last week of ~~$10~~November 2020,~~000~~ 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 in 2022 or in the first quarter of 2023,~~000~~ ~~will~~depending beon ~~paid~~the asprojected ~~follows:~~completion of our mill operation in Duncan, Arizona.

~~(i)Six~~NOTE ~~Hundred~~5 ~~Thousand~~– ASSETS ~~Dollars~~HELD ~~($600,000)~~FOR ~~has been paid by Buyer to Seller as of the date of this Amendment.~~ SALE

~~(ii)Commencing~~In November 1, 2020 ~~and~~the ~~continuing~~court onawarded ~~the~~various ~~first~~Law’s ~~day~~properties ofto ~~each~~the ~~subsequent~~Company ~~month~~and ~~thereafter,~~in aDecember ~~monthly~~2020 ~~payment~~the ofCompany ~~$25,000~~was ~~will~~provided begood ~~paid~~title, ~~until~~free ~~(A)~~and ~~the~~clear ~~mill~~of ~~processing~~any ~~plant~~encumbrances to ~~create~~them. ~~concentrate~~Law’s isresidence inwas ~~operation~~levied ~~and~~on ~~(B)~~pursuant weto ~~received~~court ~~our~~order ~~first~~and ~~payment~~has ~~for~~been ~~shipment~~sold ofby ~~such~~the ~~concentrate~~court ~~from~~and the ~~mill~~net ~~(satisfaction~~proceeds ofreceived ~~these~~by ~~two~~the ~~items~~Company isin ~~referred~~March ~~to as “Milestone”)~~2021. ~~Upon~~ ~~satisfaction~~The ofCompany ~~this~~does ~~Milestone~~not ~~and~~anticipate ~~commencing~~receiving onan ~~the~~additional ~~first~~substantial ~~day~~reimbursement of the ~~following~~remaining ~~month~~expenses ~~and~~that ~~continuing~~were ~~the~~incurred ~~first~~as ~~day~~a result of ~~each~~Laws ~~subsequent~~malfeasance ~~month~~after ~~thereafter,~~the ~~Buyer~~sale ~~will~~of ~~pay to Seller~~ the ~~sum~~remaining ofproperty ~~Fifty~~received ~~Thousand~~from ~~Dollars~~the ~~($50,000)~~court. ~~until~~Assets aheld ~~total~~for ~~of One~~sale ~~Million~~at ~~Six~~September ~~Hundred~~30, ~~Thousand~~2022 ~~Dollars ($1,600,000~~ is ~~paid.~~ as follows:

~~(iii)Commencing~~42 30acres ~~days after the last payment in (ii) above and continuing with 48 subsequent payments every 30 days thereafter, Buyer will pay to Seller the sum~~ of ~~One~~unimproved ~~Hundred~~residential ~~Seventy-Five~~property ~~Thousand Dollars (~~$~~175,000.00)~~ ~~per period.~~ 25,800

~~(iv)Each~~Property ~~payment~~held ~~made~~for ~~hereunder~~sale ~~will~~is bevalued ~~allocated~~at ~~Twenty-Five per cent (25%) to~~ the ~~Billali~~estimated ~~and~~net ~~Seventy-Five~~market ~~percent~~value ~~(75%)~~after todisposition ~~the Jim Crow, Imperial~~costs.

NOTE 6 - ACCRUED LIABILITIES

Accrued liabilities consist of the following at September 30, 2022 and June 30, 2022:

	September 30,		June 30,
	2022		2022
Franchise taxes		$ 3,920	$	3,920
Audit fees	22,750		40,000
Merger costs, net	269,986		269,986
Payroll burden	452,212		414,404
Vacation pay	36,014		36,014
Accrued director fees	750,000		675,000
Other	165,500		144,500
Interest	5,720,475		5,545,439
Commodity Supply Agreement finance fees – See NOTE 10	4,717,077		5,255,827
	$ 12,137,934		$ 12,385,090

NOTE 7 - NOTES PAYABLE – CURRENT MATURITIES

Installment Sales Note

On June 1, 2012, the Company entered into an installment sales contract for $593,657 to purchase certain equipment. The term of the agreement is for 48 months at an interest rate of 5.75%, secured by the equipment. The balance owed on the installment sales contract was $398,793 at September 30, 2022 and June 30, 2022, respectively, had accrued interest of $185,172 and $179,409, respectively and interest expense of $5,763, respectively for each of the three months ended September 30, 2022 and 2021. The Company has been unable to make its monthly payments since November 2013 and has been in default since that time. The installment sales contract is due and in default at September 30, 2022 and June 30, 2022. The equipment has been returned to the vendor for sale, and the equipment remains unsold.

Tyhee Merger Agreement

In conjunction with the Merger Agreement, Tyhee Gold Corp. (“Tyhee”) and the Company entered into a Bridge Loan Agreement (“Bridge Loan”), pursuant to which Tyhee was obligated to advance up to $3 million to the Company in accordance with the terms thereof. Tyhee advanced the Company $1,745,092 under the Bridge Loan as of June 30, 2014. The Bridge Loan bears an annual interest rate of 24%. At that time the Company and Tyhee were in disagreement as to the due date of the Bridge Loan. Tyhee has provided the Company with purported notice of default under the Bridge Loan Agreement. The Company has numerous claims against Tyhee resulting from the Merger Agreement, Tyhee’s failure to fund the total $3 million under the Bridge Loan and Tyhee’s allocation of the proceeds from the Bridge Loan. The Company recorded merger expenses that are due to Tyhee of $269,986 and is included in accrued liabilities at September 30, 2022 and June 30, 2022. This amount is net of a break fee of $300,000 due to the Company from Tyhee. Accrued interest on note at September 30, 2022 and June 30, 2022 is $3,518,515 and $3,412,949, respectively, and was in default. In December 2016, the court-administered trust paid $91,788 to Tyhee and this amount was applied against the accrued interest on the Bridge Loan. The trust payment was recorded as a gain on trust debt forgiveness. Interest expense for the three months ended September 30, 2022 and 2021 was $105,566, respectively. Tyhee Gold Corp. is no longer in existence and the Company is in process of having a litigation firm in British Columbia to have the debt judicially extinguished under British Columbia law, where the agreement is governed, and in accordance FASB ASC 405-20-40-1(b) which 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.”

Notes Payable

An individual during our fiscal year 2019 loaned the Company $239,750 of which the Company paid back $130,000 through our fiscal year ended June 30, 2021, and in our fiscal year ended June 30, 2021 and received an additional $18,000 loaned to the Company in that current fiscal year. The loan is at an annual interest rate of 6%, has no stated due date and is payable on demand by the lender. Accrued interest on the loan at September 30, 2022 and June 30, 2022 is $30,600 and $29,091, respectively. During the period ended September 30, 2021, the Company made a $10,000 principal payment on the note and reversed the $18,000 unauthorized payment of costs on behalf of the Company. Balance of the loan at September 30, 2022 and June 30, 2022 was $99,750, respectively. Interest expense on the loan for the three months ended September 30, 2022 and 2021 is $1,509 and $1,781, respectively.

A shareholder in April 2022, loaned the Company $100,000 at an annual interest rate of 12% and the note has a six-month maturity. The proceeds were used for working capital requirements. In conjunction with the loan, the Company granted 2,000,000 six-month vested stock options with a strike price of $0.05 per share. Accrued interest on the loan at September 30, 2022 and June 30, 2022 was $5,195 and $2,170, respectively. Interest expense on the loan for the three months ended September 30, 2022 was $3,025.

The following summarizes notes payable:

	September 30,		June 30,
	2022		2022
Installment sales note in 48 monthly installments of $13,874, including interest through July 16, 2016	$	398,793	$	398,793
Unsecured bridge loan notes payable, interest at 2% monthly, payable August 17, 2014, six months after the first advance on the bridge loan	1,745,092		1,745,092
Current portion of Paycheck Protection Program Loans	9,036		-
Note payable, interest at 6%	99,750		99,750
Note payable, 12%	100,000		100,000
	$	2,352,671	$	2,343,635

NOTE 8 – COMPLETION GUARANTEE PAYABLE

At June 30, 2012, the Company calculated the completion guarantee payable provided by Amendment 1 under the Gold Stream Agreement with Sandstorm. Based upon the provisions of the Agreement and the related completion guarantee test, incremental financing charges totaling $504,049 were recognized in Other Expenses and accrued at June 30, 2012. These accrued charges, combined with the remaining unaccredited liability totaled $3,359,873 at September 30, 2022 and at June 30, 2022. Interest of $44,098 was expensed during the three months ended September 30, 2022 and 2021, respectively. Accrued interest at September 30, 2022 and June 30, 2022 was $1,808,027 and $1,763,929, respectively.

NOTE 9 – NON-CURRENT NOTES PAYABLE

Notes Payable

During the quarter ended December 31, 2021, a shareholder made two secured loans of $200,000 each, with an annual interest rate of 10% and, note maturity dates of two years from the date of the notes. Interest is due and payable on the annual anniversary dates and the principal is due on the maturity date of the notes. The note holder loans are secured by the Duncan, Arizona mill property. Accrued interest on the notes at September 30, 2022 and June 30, 2022 is $36,657 and $26,575, respectively. Interest expense on these notes for the three months ended September 30, 2022 is $10,082. In conjunction with each note issuance, the Company granted 4,000,000 two-year vested stock options with a strike price of $0.05 per share.

Paycheck Protection Program Loans

During the quarter ending June 30, 2020, the Company entered into a Promissory Notes (the “PPP Notes”) with Bank of Oklahoma as the lender (the “Lender”), pursuant to which the Lender agreed to make the loans to the Company under the Paycheck Protection Program (the "PPP Loan") offered by the U.S. Small Business Administration (the “SBA”) in a principal amount of $224,700 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).

The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, other similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The amount that will be forgiven will be calculated in part with reference to the Company’s full time headcount during the twenty-four week covered period, as adjusted for current regulation updates, following the funding of the PPP Loan.

During our fiscal year 2021 we received two loans in the second round of the PPP loan program in the principal amount of $109,520.

The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. Any amount that will be forgiven will be calculated in part with reference to the Company’s fulltime headcount during the twenty-four-week covered period. Under the new regulations for the second draw, at least 60% of the proceeds must be spent on payroll costs.

The interest rate on the PPP Note is a fixed rate of 1% per annum. To the extent that the amounts owed under the PPP Loans, or a portion of them, are not forgiven, the Company will be required to make principal and interest payments. Currently, the deferral period for payments of principal and interest is 10 months from the end of the covered period. A loan forgiveness application must be submitted to the lender within the 10 months after the 24-week covered period. The Company will not have to begin principal and interest payments before the date on which the SBA remits the loan forgiveness amount to the lender.

Under current regulations, any monthly installments would begin approximately seventeen months from March 20, 2021. The PPP Notes have a maturity dates of five years from their effective note date. The PPP Note includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note.

The following summarizes non-current debt at September 30, 2022 and June 30, 2022:

	September 30,		June 30,
	2022		2022
Notes payable	$	400,000	$	400,000
Loans payable to bank under the Paycheck Protection Program		100,484		109,520
Accrued interest on Paycheck Protection Program Loans	1,392		1,266
	$	501,876	$	510,786

NOTE 10 - CONTINGENCIES AND COMMITMENTS

Commodity Supply Agreement

In December 2009, the Company entered into a definitive gold stream agreement (the “Gold Stream Agreement”) with Sandstorm to deliver a portion of the life-of-mine gold production (excluding all silver production) from the Company’s Summit silver-gold mine. Under the agreement, the Company received advances of $4,000,000 as an upfront deposit, plus continues to receive future ongoing payments equal to the lesser of: $400 per ounce or the prevailing market price, (the “Fixed Price”) for each ounce of gold delivered pursuant to the Gold Stream Agreement for the life of the mine. The Company purchases and delivers refined gold in order to satisfy the requirements of the Gold Stream Agreement and receives the Fixed Price per ounce in cash from Sandstorm. The difference between the prevailing market price and the Fixed Price per ounce for gold delivered is credited against the upfront deposit of $4,000,000 until the obligation is reduced to zero. Future ongoing payments for gold deliveries will continue at the Fixed Price per ounce with no additional credits or advances to be received from Sandstorm. In certain circumstances, including failure to meet minimum production rates, interruption in production due to permitting issues and customary events of default, the agreement may be terminated. In such event, the Company may be required to return to Sandstorm any remaining unaccredited balance of the original $4,000,000 upfront deposit. See NOTE 8 - COMPLETION GUARANTEE PAYABLE. Gold production subject to the agreement includes 50% of the first 10,000 ounces of gold produced, and 22% of the gold thereafter. The net cost of delivering refined gold along with other related transactional costs corresponding to the Gold Stream Agreement are recorded in Other Expenses as financing costs - commodity supply agreements.

Under the Gold Stream Agreement, the Company has a recorded obligation at September 30, 2022 and at June 30,2022 of 3,709 ounces of undelivered gold valued at approximately $4,717,077 and $5,255,827 respectively, presented in accrued liabilities on the balance sheet, net of the Fixed Price of $400 per ounce. The Summit silver-gold mine property referred to in this Gold Stream Agreement was sold in the 363 Asset Sale as of asset transfer on February 26, 2016.

Mineral Property Rights

The Company determined the agreement on the Billali and Jim Crow/Imperial mines is a Right Of Use (“ROU”) asset lease and is cancellable at any time by the Company. There are no interest charges provided for in the Agreement.

Costs of exploration, mine development, and carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration and development costs as incurred as we are in the exploration stage. If the Company identifies mineral reserves under Regulation S-K 1300, in its investigation of its properties and in the opinion of the qualified person, can be the basis of an economically viable project, we would enter the development stage and capitalize future costs until production is established. The Company will capitalize the payments under the Agreement as made. At the time the Company has a revenue stream from this project, the Company will amortize the capitalized payment balance each quarter. Companies that have mineral reserves under Regulation S-K 1300 typically capitalize these costs, and subsequently depreciate or amortize them on a units-of-production basis as reserves are mined. Unlike these other companies, on our properties that have no reserves we will depreciate or amortize any capitalized costs based on the most appropriate amortization method, which includes straight-line or units-of-production method over the estimated life of the mine, as determined by our geologist. As we have no reliable information to compute a units of production methodology, we will amortize our capitalized costs on a straight-line basis over the estimated remaining mine life.

Based upon the terms of the ROU agreement, the Company does not have ownership of the properties and the ROU agreement provides for ownership transfer upon completion of all payments. The Company has the right to terminate the agreement at any time by written notice to the seller. Upon such termination by the Company, all right, title and interest of the Company under the ROU agreement will terminate with respect to the mines and water lease. The Company would be relieved of all further obligations as set forth in the ROU agreement except for any obligations which accrued prior to such termination. Upon such termination, the Company may not make any claims as to the right to reimbursement, set-off, other payment or other return of value paid by the Company for any improvements and any capitalized cost that has not been amortized on the Company’s books, would be written off to expense.

As of September 30, 2022, the Company has not established mineral reserves on any of our exploration projects; therefore, all exploration costs are being expensed. During the three months ended September 30, 2022, we capitalized payments of $75,000 under the Agreement.

It should also be noted, that the Company may never exit the exploration stage company status due to the costs of determining mineral reserves under regulation S-K 1300.

Payments under Amendment Five of the Agreement on the Billali and Jim Crow/Imperial mines are estimated as follows:

Fiscal years ending June 30:
Prior year payments to 6/30/2022		$ 1,100,000
2023		300,000
2024		900,000
2025		2,100,000
2026		2,100,000
2027		2,100,000
2028		1,400,000
Total lease payments		$ 10,000,000

Office and Real Property Leases

OnThe ~~August 1, 2015, the~~ Company’s ~~moved the~~ office toconsists of a single room located in Albuquerque, NM, at the home of the former CFO for a monthly rent of $~~500~~550. ~~until~~The ~~the~~ Company isrented ~~required~~a tonew ~~lease increased~~ office space ~~due~~in toJuly ~~additional~~2021 ~~personnel~~with ~~requirements.~~a ~~Rental~~current ~~expense~~rental ~~totaled~~cost per month $~~4,500~~175 as the official Company address. Rental expense for the ~~nine~~three months ended ~~March~~September 3130, ~~2020~~2022 and ~~2019~~2021 was $1,975 and $1,863, respectively.

Title to Mineral Properties

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

NOTE 1011 - STOCKHOLDERS'’ DEFICIT

The Company’s Common Stock was Deregistered and Trading was Halted

In July of 2020, the 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 PCAOB auditor who 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, registrants have not been successful in litigating with the Commission over Section 12(j) matters and therefore the Company determined that the best course of action was to consent to deregistration of its common stock and then file a new registration statement on Form 10-12G. On December 17, 2020, the SEC order suspending trading went into effect. At this time, the Company has signed a settlement agreement with the SEC with respect to the registration of its common stock in response to the Commission’s institution of deregistration proceedings under Section 12(j), it is re-registering the same under Section 12(g) by way of filing a Form 10-12G.

The Company filed our Form 10-12G Registration Statement with the SEC and on August 4, 2022 the SEC declared the Form 10-12G Registration Statement effective. The Company submitted the application to the Over-The-Counter Markets Group (the “OTC”) to trade on OTC-QB tier. Upon going through the initial OTC approval process, they requested the Company submit our Form 211 to the Financial Industry Regulatory Authority (“FINRA”) for their review and approval. Upon receiving approval by FINRA we will then resubmit our application to the OTC for their approval and trade on one of their platforms. The Company’s complete and current effective Form 10-12G meets the information requirements required by Form 15c2-11. Until we have provided any required addition requested information and documentation required to FINRA and their approval of our Form 211 filing and the subsequent approval or our filing with the OTC, there will not be a publicly quoted market for our stock.

One of the consequences of having our common stock deregistered and submitting our forms with FINRA is that we are required to have a market maker sponsor and submit an updated/new Form 15c-211 as will be requested by FINRA. We are currently seeking to select a market maker to sponsor our Form 15c-211 filing with FINRA. Until FINRA has accepted our filing and we have provided all of the information and documentation required, there will not be a publicly quoted market for our stock. There can be no assurances that the market maker we select will agree to sponsor us or if they are not, that we will be successful in finding a market maker that is willing to sponsor us with FINRA or that we will be able to satisfy FINRA’s information and documentation requirements in a timely manner or at all. Any delay or failure in securing sponsorship from a market maker or in satisfying FINRA’s requirements 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.

Common Stock Transactions

For the ~~nine~~three months ended ~~March~~September 3130, ~~2020:~~2022, the Company:

	(i)	Issued 535,417 shares of restricted common stock for consulting services at a value of $46,937 on the date of issuance;
	(ii)	Issued an aggregate of 23,285,714 shares of restricted common stock to accredited investors for cash proceeds of $1,570,000.

(i)

Accepted a subscription for an aggregate of 2,000,000 shares of restricted common stock from an accredited investor for cash proceeds of $100,000 .

~~Stock~~ Warrants

During the ~~nine~~three months ended ~~March~~September 3130, ~~2020~~2022, the Company issued 1,~~500~~000,000 three-year warrants ~~and~~at noa strike price of $0.05 as part of the private placement to an accredited investor. The Black-Sholes fair value of the issued warrants ~~expired~~for the three months ended September 30, 2022 is $37,699.

~~Stock~~During ~~Options~~the three months ended September 30, 2022, 1,541,667 expired.

~~During nine months ended March 31, 2020, no options were granted and 100,000 options expired.~~ Options

17During the three months ended September 30, 2022 no options were granted.

~~Stock~~The Black-Scholes option-pricing model was used to estimate the fair value of the options and ~~warrant~~warrants ~~activity,~~with the following weighted-average assumptions for the ~~nine~~periods ~~months~~ending ~~ended~~September ~~March 31~~30, ~~2020,~~2022 ~~are~~and 2021 were as follows:

	Stock Options		Stock Warrants
		September 30, 2022		September 30, 2021
		Weighted		Weighted
Risk-free interest rate		4.12	%	0.35% - 0.43	%
		Average		Exercise
Expected volatility		129.59	%	114.45 – 119.78	%
	Shares	Price	Shares	Price
Expected life (years)		3		3
Outstanding at June 30, 2019	30,100,000	$0.05	100,000	$0.15
Expected dividend yield		0	%	0	%
Granted	—	—	1,500,000	0.05
Canceled	—	—	—	—
Expired	(100,000)	0.07	—	—
Exercised	—	—	—	—
Outstanding at March 31, 2020	30,000,000	$0.05	1,600,000	$0.06

Stock ~~options~~option and ~~warrants~~warrant ~~outstanding~~activity ~~and~~for ~~exercisable~~the atthree ~~March~~months 31ended September 30, ~~2020~~2022 are as follows:

	Outstanding and Exercisable Options									Outstanding and Exercisable
	Stock Options				Stock Warrants
											Warrants
		Weighted						Weighted
				Weighted									Weighted
		Average						Average
				Average									Average
	Number of	Exercise			Number of			Exercise
				Contractual			Weighted						Contractual		Weighted
	Shares	Price			Shares			Price
Exercise				Remaining			Average			Exercise			Remaining		Average
Outstanding at June 30, 2022	40,000,000	$ 0.05			16,010,483			$ 0.056
Price	Outstanding	Exercisable		Life			Exercise			Price	Outstanding	Exercisable	Life		Exercise
Granted	—	—			1,000,000			0.05
Range	Number	Number		(in Years)			Price			Range	Number	Number	(in Years)		Price
Canceled	—	—			—			—
$0.05	30,000,000	30,000,000		3.97		$	0.05		$	0.15	100,000	100,000	2.96	$	0.15
Expired	—		—		(1,541,667	)		(0.067	)
—	—	—		—			—			—	1,500,000	1,500,000	3.00	$	0.05
Exercised	—	—			—			—
	30,000,000	30,000,000									1,600,000	1,600,000
Outstanding at September 30, 2022	40,000,000	$ 0.05			15,468,816			$0.055
	Outstanding Options			3.97		$	0.05			Outstanding Warrants			2.98	$	0.06
	Exercisable Options			3.97		$	0.05			Exercisable Warrants			2.98	$	0.06

As of March 31, 2020, the aggregate intrinsic value of all stock options and warrants vested was $280,350. The intrinsic value of each option share is the difference between the fair market value of the common stock and the exercise price of such option or warrant share to the extent it is "in-the-money". Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the quarter and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.0589 closing stock price of the common stock on March 31, 2020.22

~~The~~Stock ~~total intrinsic value associated with~~ options ~~exercised~~and ~~during~~warrants ~~the~~outstanding ~~nine~~and ~~months~~exercisable ~~ended~~at ~~March~~September 3130, ~~2020~~2022, ~~was~~are ~~$0.~~as ~~Intrinsic~~follows: ~~value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option or warrant holder to exercise the options.~~

NOTE 11 – RELATED PARTY TRANSACTIONS

	Outstanding and Exercisable Options				Outstanding and Exercisable Warrants
			Weighted				Weighted
			Average				Average
			Contractual				Contractual	Weighted
Exercise			Remaining	Exercise			Remaining	Average
Price	Outstanding	Exercisable	Life	Price	Outstanding	Exercisable	Life	Excise
Range	Number	Number	(in Years)	Range	Number	Number	(in Years)	Price
$0.05	40,000,000	40,000,000	1.32	$0.05	10,877,149	10,877,149	1.23
	-	-		$0.06	3,416,667	3,416,667	0.41
	-	-		$0.07	975,000	975,000	0.74
	—	-		$0.15	200,000	200,000	1.55
	40,000,000	40,000,000			15,468,816	15,468,816

	Outstanding Options		1.32	Outstanding Warrants			1.02	$0.055
	Exercisable Options		1.32	Exercisable Warrants			1.02	$0.055

OnAs ~~August~~of 1September 30, ~~2015~~2022, the ~~Company~~aggregate ~~leased~~intrinsic avalue ~~home~~of ~~office~~all ~~space~~stock ~~from~~options and warrants vested and expected to vest was $498,596 and the ~~Company’s~~aggregate ~~CFO~~intrinsic ~~for~~value of currently exercisable stock options and warrants was $~~500~~498,596. aThe ~~month~~intrinsic ~~for~~value of each option or warrant share is the ~~corporate~~difference ~~administrative~~between ~~office~~the fair market value of the common stock and the exercise price of such option or warrant share to the extent it is "in-the-money". ~~Albuquerque,~~Aggregate NMintrinsic ~~until~~value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the quarter and sold the underlying shares at the closing stock price on such ~~time~~day. ~~growth~~The ~~requires~~intrinsic avalue ~~larger~~calculation ~~corporate~~is ~~administrative~~based ~~office~~on the $0.0598 closing stock price of the common stock on December 17, 2020 when the stock was delisted. The total number of in-the-money options and warrants vested and exercisable as of September 30, 2022 was 55,468,816.

The ~~board~~total ~~authorized~~intrinsic onvalue ~~June~~associated ~~16,~~with ~~2016,~~options exercised during the ~~hiring~~three ofmonths ~~Nataliia~~ended ~~Mueller~~September 30, ~~wife~~2022 was $0. Intrinsic value of exercised shares is the ~~Company’s~~total ~~CFO,~~value ~~with~~of asuch ~~current~~shares ~~annual~~on ~~wage~~the date of ~~$60,000~~exercise asless anthe ~~assistant~~cash received from the option or warrant holder to exercise the ~~CFO~~options.

~~During~~The ~~the~~total ~~fiscal~~grant-date ~~year~~fair ~~ended~~value ~~June~~of ~~30,~~option ~~2019, the CFO for the Company loaned the Company $10,000~~ and ~~deferred~~warrant ~~salary~~shares ~~aggregating~~vested ~~$51,848 into a note at 6% per annum and~~ during the ~~nine~~three months ended ~~March~~September ~~31, 2020, loaned an additional $55,000. Accrued interest on the note at March 31, 2020 and June~~ 30, ~~2019,~~2022 was $637,~~178 and $1,651, respectively~~699. Interest expense on the note for the nine months ended March 31, 2020 and 2019 was $4,527 and $762, respectively. The loan is at an annual interest rate of 6%, has no stated due date and is payable on demand by the lender. The combined loan and interest balance at December 31, 2019 and June 30, 2019 was $122,355 and $63,499, respectively.

NOTE 12 - INCOME TAXES

The Company has had no income tax expense or benefit since July 1, 1997, because of operating losses. Deferred tax assets and liabilities are determined based on the estimated future tax effect of differences between the financial statement and tax reporting basis of assets and liabilities, as well as for net operating loss carry forwards, given the provisions of existing tax laws. The Company files income tax returns in the U.S. and state jurisdictions and there are open statutes of limitations for taxing authorities to audit the Company’s tax returns from fiscal year ended June 30, 2022.

The approximate income tax benefit is computed by applying the current revised U.S. federal income tax rate of 21% to net income (loss) before taxes for the fiscal years ended on and after June 30, 2019 and for prior tax years at the revised tax rate of 21%. New Mexico revised their tax rate to 6.2 % for 2017 and 5.9 % in 2019. The approximate income tax benefit is computed by applying the current revised New Mexico tax rate of 5.9% to net income (loss) before taxes for the fiscal year ended June 30, 2021, and the 5.9% rate to the prior four-year periods of net income or (loss).

In assessing the realizability of estimated deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Due to the Company’s history of losses, the deferred tax assets are fully offset by a valuation allowance as of September 30, 2022 and June 30, 2022.

NOTE 13 – RELATED PARTY TRANSACTIONS

Since August 2015, the Company has leased a home work space from Mr. Mueller for $550 a month for the corporate administrative functions in Albuquerque, NM. In mid-July 2021, the Company rented a small office space at 2325 San Pedro NE, Albuquerque, NM for $125 a month and currently at $175 per month as the Company address. Rental expense was $2,175 and $1,963 for three months ended September 30, 2022 and 2021, respectively.

Since July 2019, Nataliia Mueller, wife of Mr. Mueller, has been paid an annual wage of $60,000. Currently she is the assistant to the current CFO, and functions in the areas of purchasing, payroll and accounts payable.

Misappropriated Funds and Entry into a Material Definitive Agreement

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 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.

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 approximately $1,651,263. We have collected $990,632 in cash and properties held for sale with an estimated net market value of $25,800 as of the date of filing of this Form 10-Q.

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 currently 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 an 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.

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

18NOTE 14 – LEGAL PROCEEDINGS

NOTE 12 – LEGAL PROCEEDINGS

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

Boart ~~Long~~Longyear ~~year~~ Company v. Lordsburg Mining Company, Case No. D-2-2-CV-2015- 06048, County of Bernalillo, NM; Boart Longyear Company v. Lordsburg Mining Company, Case No. D-721-CV-2015- 00058, County of Sierra, NM; and Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165, County of Quintero, NM. There are a series of collection cases by Boart Longyear Company, a company that obtained Utah judgments for equipment delivered to Lordsburg Mining Company in the aggregate amounts of $158,480 and has an interest rate of 5.25% per annum. Accrued interest on the obligation at ~~March~~September 3130, ~~2020~~ 2022 and June 30, ~~2019~~2022 was $3455,~~607~~419 and $2853,~~339~~322 respectively. Interest on the obligation for the ~~nine~~three months ended ~~March~~September 3130, ~~2020~~2022 and ~~2019~~2021 was $62,~~268~~097, respectively.

Wagner Equipment Co. v. Lordsburg Mining Company, Case No. D-2014-02372, County of Bernalillo, NM 28 is a collection case by Wagner equipment, who obtained judgment for equipment delivered to Lordsburg Mining Company in the amount of $115,789 and has a rate of interest of 8.75% per annum. ~~During~~Accrued ~~the~~interest ~~nine~~on ~~months~~the ~~ended~~obligation ~~March~~at 31September 30, ~~2020~~ 2022 and ~~2019.~~June ~~Company~~30, ~~interest~~2022 onwas ~~the~~$80,548 ~~obligation~~and ~~was~~ $777,~~634~~994, respectively. ~~Accrued~~Interest ~~interest~~ on the obligation atfor ~~March~~the ~~31,~~three ~~2020~~months ~~and~~ended ~~June~~September 30, ~~2019~~2022 ~~was~~and ~~$55,205~~2021 ~~and~~was $472,~~571,~~554 respectively.

~~The~~With the completion of the bankruptcy ~~court~~in ~~set~~June up2016, aall ~~Trust~~pending ~~fund~~legal ~~that~~actions ~~will~~were bereinstated ~~funded~~and bydebts at the ~~activities~~time of the ~~Summit~~bankruptcy ~~mine~~are ~~for~~currently ~~five~~due ~~(5)~~and ~~years~~in ~~after~~default, ~~reopening~~but none of the ~~mine~~then ~~and~~existing ~~the~~litigation ~~trust~~has ~~funds~~to ~~will~~date resulted in subsequent legal proceedings. There can be ~~distributed~~no byassurance anthat ~~independent~~subsequent ~~trustee~~legal toproceedings will not materialize. After the dismissal of the bankruptcy case, the Company had limited assets, but remained liable for all ~~credit~~commitments ~~holders~~and ondebts ~~record~~that then were outstanding. ~~Currently~~ Santa Fe Gold Barbados, The Lordsburg Mining Company and AZCO are subsidiaries of the Company with nominal assets and all of their commitments, debts atand legal proceedings remain. The bankruptcy court set up a trust fund funded by the ~~time~~activities of the ~~bankruptcy~~Summit ~~are~~mine ~~currently~~(main ~~due~~asset ~~and~~sold in ~~default.~~bankruptcy ~~None~~proceedings) for five years from reopening of the ~~claims~~mine ~~have~~and ~~been~~the ~~reopened~~trust ~~since~~funds ~~June~~will ~~2016~~be distributed by an independent trustee to certain unsecured creditors of record.

InAs ~~November~~disclosed ~~2017,~~in the Company’s ~~entered~~Form ~~into~~8-K ~~substantially~~filed ~~identical~~on ~~agreements~~October ~~with Fortune Graphite~~1, ~~Inc. and Worldwide Graphite Producers~~2018, ~~Ltd. to acquire~~ a ~~total~~director ~~of four placer claims for aggregate consideration of Can$400,000~~ and ~~the~~former ~~issuance~~chief ofexecutive ~~10,000,000~~officer ~~shares~~ of ~~Company common stock. The Company owes~~ the ~~sellers Can$140~~Company,~~000~~ ~~and 10,000,000 shares of Company common stock~~Mr. To ~~date,~~Thomas ~~the Company has paid Can$260,000~~H. ~~The~~ ~~Company owes the sellers Can$140~~Laws,~~000~~ ~~and~~entered ~~10,000,000~~into ~~shares~~a ofsecured ~~Company~~promissory ~~common~~note ~~stock. Based upon our subsequent scrutiny~~ and ~~analysis~~security ofagreement ~~the transaction, the Company~~ in ~~February 2019 initiated an arbitration proceeding against~~ the ~~seller~~principal toamount ~~void and rescind the purchase~~ of ~~these British Columbia properties~~$930,000 ~~including~~in ~~requesting~~favor ~~additional remedies. The Company cannot predict the outcome~~ of ~~this arbitration, and there can be no assurance that~~ the Company ~~will~~on ~~not~~September ~~lose its interest in these claims~~19, ~~or owe seller the remaining outstanding amounts. In connection with this arbitration~~2018, ~~the~~bearing ~~Company’s~~interest ~~legal~~at ~~position is to void~~ the ~~transaction~~annual ~~and,~~rate ~~due to the uncertainty~~ of ~~the~~4% ~~outcome,~~and ~~has~~maturing ~~provided~~on anSeptember ~~impairment of the amount at June~~ 30, ~~2019,~~2018 in(“Secured ~~the~~Promissory ~~amount of $210,116.~~

In November 2018, Santa Fe filed a complaint in Luna County District Court, State of New Mexico, requesting a $930,000 money judgment against Mr. and Mrs. Laws for misappropriation of Company funds, in addition to foreclosing on the mortgage Mr. and Ms. Laws granted to Santa Fe on real property to secure the promissory note located in Luna County, New Mexico. 24

InNote”). ~~November~~The ~~2018,~~Company ~~Santa~~requested Fethe ~~filed~~former achief ~~similar~~executive ~~complaint~~to inexecute ~~Grant~~the ~~County~~Secured ~~District~~Promissory ~~Court,~~Note ~~State~~and ofsecurity ~~New~~agreement ~~Mexico,~~ as ~~Mr. and Mrs. Laws and XYZ Ranch Estates, LLC granted Santa Fe~~ a ~~deed~~result of ~~trust~~the ~~and~~matters adiscussed ~~mortgage,~~below ~~respectively,~~prior onto ~~several~~the ~~pieces~~completion of ~~real~~the ~~property~~special incommittee ~~Grant~~investigation. ~~County,~~The ~~New~~security ~~Mexico.~~interests ~~Mr.~~included ~~Laws~~certain ~~also~~real ~~granted~~estate ~~Santa~~and Fe a ~~security~~Cessna ~~agreement~~model on182G an airplane. ~~located~~The inSecured ~~Grant~~Promissory ~~County,~~Note ~~New~~also ~~Mexico. The~~contains ~~complaint~~late infee ~~Grant~~and ~~County~~default ~~requested~~provisions aunder ~~money judgment in~~ the ~~amount~~deeds of ~~$930~~trust,~~000~~ ~~against~~Security ~~Mr.~~Agreement and ~~Mrs.~~other ~~Laws, in addition to a request to foreclose on the assets pledged to us located in Grant County, New Mexico~~agreements.

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. AtAs of the ~~time~~filing of ~~filing~~ this report, we have determined that the costs associated with Mr. Laws action currently ~~aggregates~~aggregate to approximately $1,651,263 including legal charges and forensic accounting, of which we have collected $~~485~~990,~~966~~632 in cash and properties with an estimated net market value of $25,800 as of the date of filing of this ~~report~~Form 10-Q.

As of the filing of this report, Mr. Laws has ~~pleaded~~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 is currently ~~awaiting~~has ~~sentencing~~been sentenced on the charges which he plead, to ~~charges~~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 aan additional substantial reimbursement of the remaining expenses that were incurred as a result of Laws ~~costs~~malfeasance after the sale of the remaining property received from the court.

~~The~~We ~~DOJ~~are ~~and~~subject ~~the SEC have each initiated investigation into the Company, resulting~~ from ~~the~~time ~~Laws transactions. The SEC has obtained a formal order~~ to ~~investigate the Company. The DOJ investigation found no wrong doings by the Company. These types of investigations are expensive,~~ time~~-consuming~~ ~~for~~to ~~management~~litigation, claims and ~~unpredictable~~suits ~~– often~~arising ~~resulting~~ in ~~other aspects of~~ the ~~Company’s~~ordinary ~~operations~~course ~~becoming subject to regulatory scrutiny. The SEC 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 current officers and directors~~business. ~~These types of remedial actions may result in additional costs and expenses to be incurred by the Company.~~

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

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. Other than the above-described litigation, as of March 31, 2020, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

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

NOTE 1315 – SUBSEQUENT EVENTS

~~Recent~~Acquisition ~~Issuances~~ of ~~Unregistered~~Processing ~~Securities~~Mill

InThe ~~the~~Company ~~period~~is ~~from~~currently ~~April~~in 1,process ~~2020~~of ~~through~~acquiring ~~October~~a ~~14,~~mill ~~2020~~operation for its head ore to located on its property in Duncan, Arizona. The seller of the ~~Company~~mill ~~sold~~has andisassembled ~~aggregate~~the ofmill 15in Kellogg,~~520~~ Idaho and relocated the mill to the Duncan,~~001~~ ~~restricted~~Arizona ~~shares~~site. Currently all associated costs of ~~common~~the ~~stock~~mill toand ~~accredited~~its ~~investors~~relocation ~~for~~are ~~cash~~being ~~proceeds~~accumulated ~~$922,000~~and finalized by the seller. ~~The~~At this time there are no agreements between the seller and the Company ~~sold~~as anto ~~aggregate~~terms and sales price of ~~4,500,000~~the ~~restricted~~delivered ~~shares~~disassembled ofmill ~~common~~and ~~stock~~such price is anticipated to ~~the~~be ~~chairman~~negotiated ofand determined when funding is obtained by the ~~board~~Company ~~for~~to ~~cash~~acquire ~~proceeds~~and ~~$225,000.~~reconstruct the mill.

In the period from April 1, 2020 through October 14, 2020, the Company issued warrants to accredited investors aggregating 5,041,667 and 2,250,000 warrants to the chairman of the board that were attached to restricted stock purchases. The warrants were vested at issuance, have a two- or three-year life and an exercise price of $0.05 to $0.07 per share.

During the period from April 1, 2020 through October 14, 2020, the Company issued 443,566 restricted shares of common stock for consulting services at a market value of $31,050 on the date of issuance.

On April 10, 2020, the Company converted $100,000 of accrued salary for the Company’s CFO into 2,000,000 shares of restricted common stock at a market value of $117,000 on the date of grant and recorded a loss on debt conversion of $17,000. Warrants issued in conjunction with the conversion were 1,000,000 vested three-year warrants and have an exercise price of $0.050 per share. The conversion reduced the note payable to related party.

On June 30, 2020, the Company converted a note payable with the Company’s CFO consisting of principal and interest of $42,037 and $6,178, respectively, into 964,299 shares of restricted common stock at $0.05 per share. The market value on the date of conversion was $67,501 and on the date of conversion the Company recorded a loss on debt conversion of $19,286. In conjunction with the conversion, 482,149 vested three-year warrants were granted and have an exercise price of $0.05 per share.

On August 7, 2020, former Chief Financial Officer (“CFO”) of the Company resigned from that position. As the former CFO has significant institutional knowledge and background Company knowledge, the Board offered the individual the position of Managing Director of Mining Operations with a signing bonus of $20,000 and 750,00 shares of restricted common stock and an employment agreement was signed.

Miscellaneous Events

As of filing of this report, the Company has determined that Mr. Laws owes the Company $1,651,263, net of funds recovered from Mr. Laws of $485,966. This amount represents an increase consisting of legal, forensic accounting services incurred by the Company and the audit restatement of our fiscal year 2017 that was attributable the misappropriation of funds. The current amount does not include any penalties or interest as provided in the secured promissory note and security agreement signed by Mr. Laws. The Company does not anticipate collecting a material amount due from Mr. Laws and any recovery will be determined by the bankruptcy court.

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

Effective July 7, 2020, the Company retained a new Chief Financial Officer and an employment agreement was signed.

The Company signed employment agreements with the new Chief Financial Officer and Managing Director of Mining Operations. The agreements are 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.

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

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended June 30, 2022. The following management discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes which are included in Item 1 of this Quarterly Report on Form 10-Q, and with our audited financial statements and the “Risk Factors” section included in our Form 10-K for our fiscal year ended June 30, 2022, filed with the U.S. Securities and Exchange Commission (“SEC”) on October 13, 2022.

Forward-Looking Statements

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Statement on Forward-Looking Statements.” on page F-4 of this Form 10-Q. Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risk factors described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2019~~2022. This Form 10-Q contains forward-looking statements, many assuming that the Company secures

adequate financing and is able to continue as a going concern, including statements regarding, among other things: our ability to continue as a going concern

Overview

We are an exploration company that owns certain mining and mineral rights at our Alhambra-Blackhawk project and have right-of-use mineral rights comprising the Billali and Jim Crow-Imperial mine project in southwest New Mexico.

During the nine-months ended March 31, 2020, the Company focused primarily on repair and improvement projects work at the Jim Crow mine site and continued and expanded our exploratory program at the mine sites.

Basis of Presentation and Going Concern

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and supplementary data referred to in this Form 10-Q. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the ~~normal~~ordinary course of business. ~~Should~~If the Company bebecomes unable to continue as a going concern, it may be unable to realize the carrying value of its assets ~~and~~or to meet its liabilities as they become due.

The Company has recorded a net loss of $1,876,518 for the nine months ended March 31, 2020, and has a total accumulated deficit of $95,355,188 and a working capital deficit at March 31, 2020 of $4,811,112. The Company used in operating activities, approximately $1.26 million. The Company currently has no source of generating revenue.

AtExploration ~~March~~Stage ~~31, 2020, the~~ Company ~~was in default on delinquent payments of approximately $3.2 million on accounts payable, $399 on a note payable and $696 thousand on accrued liabilities.~~

~~The~~We ~~unaudited~~are ~~consolidated~~considered ~~financial~~an ~~statements~~exploration dostage company, as defined in S-K 1300. The Company has not ~~include~~demonstrated the existence of mineral reserves at any ~~adjustments~~of ~~relating~~our toproperties. Under Regulation S-K 1300, the ~~recoverability~~SEC ~~and~~defines ~~classification~~a “mineral reserve” as “an estimate of ~~asset~~tonnage ~~amounts~~and grade or quality of indicated and measured mineral resources that, in the ~~classification~~opinion of ~~liabilities~~the ~~that~~qualified ~~might~~person, can be ~~necessary~~the ~~should~~basis of an economically viable project.” To have mineral resources, there must be reasonable prospects for economic extraction. Per the ~~Company~~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 ~~unable~~considered toproven ~~continue~~or asprobable unless and until they are supported by a ~~going~~preliminary ~~concern~~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.

21Because we have no reserves, we have and will continue to expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We also expense our reclamation and remediation costs at the time the obligation is incurred. Companies that have reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as reserves are mined, with the resulting depletion charge allocated to inventory, and then to cost of sales as the inventory is sold. As a result of these and other differences, our financial statements will not be comparable to the financial statements of mining companies that have established reserves and have exited the exploration stage.

Operating Results for the Three Months Ended ~~March~~September 3130, ~~2020~~2022 and ~~2019~~2021

~~Revenue~~Revenues

During the three months ended ~~March~~September 3130, ~~2020~~2022 and ~~2019~~2021, the Company had no revenue in the periods of measurement.

Operating Costs and Expenses

Our operating expenses incurred in three months ended ~~March~~September 3130, ~~2020~~2022, decreased $159,~~356,968~~005 from $1366,~~867,931~~221 in the three months ended ~~March~~September 3130, ~~2019~~2021, to $~~510~~307,~~963~~216 for the current period of measurement. The decreases in operating expenses in the current period of measurement ~~are~~is attributable ~~increased~~to decreased exploration and mine related costs of $~~206~~12,~~053~~385 and isdecreased ~~offset by a decrease in~~ general and administrative of $146,~~563,021~~620.

The ~~increase~~decrease in exploration and mine related costs ~~were~~is ~~incurred~~mainly ona ~~the~~decrease ~~Jim~~in ~~Crow~~amortization ~~mine~~expense ~~and consisted mainly~~ of ~~increases of~~ $~~133~~4,~~397~~568, ina ~~wages~~decrease ~~and~~in ~~payroll~~BLM ~~burden~~claim ~~costs,~~fees ~~depreciation~~ of $146,~~526~~000 and other mine ~~related~~ costs of $581,~~130~~817. The decrease in general and administrative of $146,~~563,021~~620 ~~was~~ mainly ~~attributable~~consisted toin decreases in: ~~consulting~~the ~~fees~~following: ~~related~~legal ~~to working capital raises of $143,913, audit~~ fees ~~and accounting~~ of $3011,~~000~~634 and costs ~~associated~~attributable ~~with~~to granted warrants and options of $152,~~433,655~~933. These decreases were ~~mainly~~ offset mainly by increases in ~~salaries~~the ~~and~~following ~~related~~areas: ~~payroll~~audit ~~burden~~fees of $98,~~835~~875; ~~and~~corporate ~~legal~~filing fees of $375,~~656~~090 and medical insurance of $1,733.

Other Income (Expense)

Other income ~~(expense)~~ for the three months ended ~~March~~September 3130, ~~2020~~2022, was $~~(15~~367,~~030)~~814 as compared to $a loss of (~~350~~$87,~~213~~227) for three months ended ~~March~~September 3130, ~~2019~~2021, aan ~~decrease~~increase in other ~~expense~~income of $~~335~~455,~~053~~041. The net ~~decrease~~increase in other ~~expense~~income for the current period of measurement is mainly comprised increases of the following ~~expense~~income components: miscellaneous income of $172; recovery associated with misappropriated funds of $4,579; decrease in financing costs on commodity supply agreements of $60463,~~830,~~269. aThese ~~decrease~~income items were offset by an increase in interest expense of $~~142~~12,~~942~~979. ~~and~~The aincreased ~~decrease~~interest inexpense ~~interest~~are ona ~~mandatory~~result ~~redemption~~of ~~shares~~increased bynotes apayable ~~related~~in ~~party~~our current fiscal period of ~~$127,800~~measurement. The ~~decreased~~financing ~~interest~~costs ~~expense~~for the commodity supply agreement relate directly to production and the subsequent undelivered refined precious metals due Sandstorm and Waterton for the period prior to the Company bankruptcy. The current period of measurement only includes Sandstorm as the Waterton financing costs on – commodity supply ~~agreements~~agreement ~~are~~liability athat ~~result~~remained ofon ~~debt~~the ~~write-off~~books atafter ~~our~~the ~~fiscal~~bankruptcy ~~year~~and ~~ended~~the ~~June~~Agreement 30was terminated in the asset sale to Waterton on February 26, ~~2019~~2016. The remaining liability is adjusted period-to-period based upon the total number of undelivered gold and silver ounces outstanding at the ~~mandatory~~end ~~shares~~Agreement. ~~were~~The ~~returned~~decrease in financing costs in computation for the current period of measurement is driven by a decrease in precious metals prices at of the period of measurement.

~~Operating~~Liquidity ~~Results~~and ~~for~~Capital ~~the~~Resources ~~Nine Months Ended March 31, 2020 and 2019~~

~~Revenue~~Below presents summary financial information at periods presented in this Form 10-Q filing.

During the nine months ended March 31, 2020 and 2019, the Company had no revenue in the periods of measurement.

		September 30,		June 30,
		2022		2022
Working capital deficit	$	(21,570,993)	$	(21,872,755)
Stockholder deficit	$	(17,334,815)	$	(117,533,112)
Current comparable period net income (loss)	$	60,598	$	(453,448)

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

~~Our~~To ~~operating~~continue ~~expenses~~as ~~incurred~~a ingoing ~~nine~~concern, ~~months~~the ~~ended~~Company ~~March~~is ~~31,~~dependent ~~2020,~~on ~~decreased~~continued ~~$533,452~~capital ~~from~~financing $2for project development,~~394,410~~ inrepayment ~~the~~of ~~nine~~various ~~months~~debt ~~ended~~facilities ~~March~~and ~~31,~~payment ~~2019~~of tocurrent ~~$1,860,958~~operating ~~for~~expenses until the ~~current~~Company ~~period~~has ofconstructed ~~measurement.~~its ~~The~~mill ~~decreases~~operation inand ~~operating~~implemented ~~expenses~~ore inproduction at our mine sites to process the ~~current~~mineralized ~~period~~ore ofto ~~measurement~~generate ~~are~~revenue. ~~attributable~~We have no commitment from any party to ~~increased~~provide ~~exploration~~additional working capital and ~~mine~~there ~~related~~is ~~costs~~no ofassurance ~~$863,480,~~that ~~and~~any ~~decreased~~funding ~~general~~will ~~and~~be ~~administrative~~available ofas $1required,~~396~~ or if available,~~932~~ that its terms will be favorable or acceptable to the Company.

~~The~~As ~~increase~~of ~~in exploration and mine related costs were incurred on~~ the ~~Jim~~periods ~~Crow~~presented ~~mine and consisted mainly of $518,207~~ in ~~wages~~this ~~and~~Form ~~payroll~~10-Q ~~burden costs~~filing, ~~depreciation~~the ofCompany ~~$30,888~~was ~~and~~in ~~other~~default ~~mine~~debt ~~related~~facility ~~costs of $314~~payments,~~385.~~ ~~The~~accounts ~~decrease~~payable ~~in general~~ and ~~administrative~~accrued ~~was~~liabilities ~~mainly attributable to decreased costs attributable to warrants issued of $1,433,655, in consulting fees~~ related to ~~working~~pre-bankruptcy ~~capital~~obligations ~~raises~~as ~~of $218,954, vehicle operating costs of $11,281 and transfer agent fees of $19.417. These decreases were offset by increases in the following~~follows: ~~salary compensation and payroll burden of $56,471, property and liability insurance of $15,154, audit and accounting fees of $104,289, and legal fees of $107,069.~~

Other Income (Expense)

		September 30,		June 30,
		2022		2022
Accounts payable and other accrued liabilities	$	3,669,213	$	3,663,249
Amounts due Sandstorm under the Gold Stream Agreement	$	9,884,977	$	10,379,629
Notes payable and accrued interest	$	5,847,572	$	5,736,243

~~Other~~Cash ~~income~~Used ~~(expense) for nine months ended March 31, 2020, was $(15,560) as compared to $(294,380) for nine months ended March 31, 2019, a decrease~~ in ~~other~~Operating expense of $278,690. The net decrease in other expense for the current period of measurement is mainly comprised of decreases in following income components: gain on debt extinguishment of $112,625 and recovery of misappropriated funds of $350,521 and by offset by decreases in the following other expenses consisting of: interest on mandatory redemption shares by a related party of $127,800, financing costs on commodity supply agreement of $166,725 and interest expense of $444,466. The decreased interest expense and financing costs on commodity supply agreements are a result of debt write-off at our fiscal year ended June 30, 2019 and the mandatory shares were returned in the current period of measurement.Activities

22Net cash used in operational activities for the three months ended September 30, 2022 and 2021 was $155.2 thousand and $186.5 thousand, respectively. The net decrease in cash used in the current period of operations was a decrease in our loss of $514,046 for the three months ended September 30, 2022. This decrease was offset mainly by the decrease in the non-cash finance charge on the commodity supply agreement of $463,269 in the current period. Additionally, during the three months ended September 30, 2022, here was a net increase of $38,897 in operating assets and liabilities offset net loss decrease. In addition, warrant/option expense decreased $52,394 and depreciation and amortization costs decreased $4,386 during the three months ended September 30, 2022 to offset the loss decrease.

~~Liquidity~~Cash ~~and~~Provided ~~Capital~~from ~~Resources;~~Investing ~~Plan of Operation~~Activities

The ~~financial~~net ~~statements~~increase ~~have~~in ~~been~~cash ~~prepared~~provided onin athe ~~going~~three ~~concern~~months ~~basis~~ended September 30, ~~which~~2022, ~~contemplates~~is ~~the~~mainly ~~realization~~net ofsales ~~assets~~proceeds ~~and~~from ~~satisfaction~~the sale of ~~liabilities~~property ~~and~~received ~~commitments~~ in the ~~normal~~Tom ~~course~~Laws litigation of ~~business.~~$176,078 ~~Should~~and ~~the~~this ~~Company~~current beperiod ~~unable~~increase towas ~~continue~~offset asby asale ~~going~~proceeds ~~concern,~~of itland ~~may~~of be$37,478 ~~unable~~that towas ~~realize~~received in the ~~carrying~~Tom ~~value~~Laws oflitigation ~~its~~in ~~assets~~the ~~and~~three tomonths ~~meet~~ended ~~its~~September ~~liabilities~~30, ~~as they become due~~2021.

ToCash ~~continue~~Provided as a going concern, the Company is dependent on continued capital financing for project development, repayment of various debt facilities and payment of current operating expenses until the Company has put into production an acceptable source to generate mineralized ore to generate a revenue stream. Currently we have no commitment from ~~any~~Financing ~~party to provide additional working capital and there is no assurance that any funding will be available as required, or if available, that its terms will be favorable or acceptable to the Company.~~ Activities

AtCash ~~March~~provided ~~31,~~from ~~2020,~~financing activity for the ~~Company~~three ~~was~~months inended ~~default~~September on30, ~~approximate~~2022 ~~payments~~consisted onof ~~delinquent~~a ~~accounts~~purchase ~~payable~~of restricted shares of ~~$3.2~~common ~~million~~stock for $100,000 onas acompared ~~note~~to ~~payable~~purchases of ~~$399~~restricted ~~thousand~~shares ~~and~~of ~~accrued~~common ~~liabilities~~stock offor $~~696~~208,500 ~~thousand.~~for the three months ended September 30, 2021.

We currently do not have sufficient capital to fund operations through our fiscal year ending June 30, 2023 and will need to raise additional funding to implement our current business strategy and projects in the planning stage. Currently, there can be no assurance of any revenue from our mine sites until we build our processing mill site in Duncan, Arizona. Ore that has been produced prior to the COVID-19 shut down is being inventoried for future processing at the future mill site. Even if we are successful in developing any of our properties, we expect to incur operating losses for the foreseeable future and may never become profitable.

Current Plan of Operation

We 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.

For the fiscal year 2023, our current business plan is to undertake the following:

Finalize the mill purchase and construction for ore processing and concentration.

Continued mine enhancements at the Jim Crow and Billali mines.

Resume mining operations at the Jim Crow and Billali mines.

Process head ore into concentrates and monetize for working capital cash flow.

Currently 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 arrangements or by the sale of royalties on its mineral properties. If, however we are unable to obtain additional capital or financing, our exploration and development activities will be significantly adversely affected. Until positive cash flow is generated from operations, we will be dependent upon future working capital credit/finance facilities or equity financing arrangements to meet our expenses and to fund execution on our business plan.

We currently anticipate approximate cash expenditures for our fiscal year 2023 to be as follows:

•

$800 thousand on corporate administration expenses, comprising of executive management and employee salaries, legal, audit, marketing, SEC filings and other general and administrative expenses.

•

$0.9 million to $1.1 million on the Jim Crow and Billali projects including exploration, mine development programs, mine enhancement projects, operational costs, including employee salaries, benefits and land holding costs.

•

$2.0 million for the mill acquisition and construction project in Duncan, Arizona which includes costs for the payoff on site real estate, site equipment, site construction, project development ramp up and initial operating costs.

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 fundraising activities to provide sufficient working capital to fund current and immediate future needs. There can be no assurance that the Company will be successful in its capital raising efforts, and the failure to raise needed capital will likely result in the curtailment or cessation of our business which would adversely affect investors.

Planned Joint Venture with Texas Mineral Resources Corporation

On December 1, 2020, the Company made a joint announcement with Texas Mineral Resources Corp. (“TMRC”), of the execution of a letter agreement 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. Completion of a joint venture agreement is subject to the successful outcome of a multi-phase exploration plan to be undertaken in the near future by TMRC. Under terms of the letter agreement TMRC plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe Gold consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. The purpose of the letter agreement was to 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 50.5% of the profits as defined in the definitive agreement, when executed. The Company will receive 49.5% of the profits.

On 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.

The forgoing discussion is based upon Industry Guide 7’s terminology and requirements and related press release. The Company plans to enter into a definitive agreement with TMRC based upon Regulation S-K 1300’s changes. That is where the terms “43-101” and “Bankable Feasibility Study” are used, the parties will make clear and within the terms and definitions set forth in Regulation S-K 1300 what the parties’ intent is in the final agreement.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~During~~Our ~~the three months ended March 31, 2020, our~~ management, with the participation of our ~~Chairman~~Chief Executive Officer and our Chief Financial Officer, ofevaluated the ~~Company~~effectiveness atof ~~that~~our ~~time,~~disclosure ~~carried~~controls ~~out~~and anprocedures ~~evaluation~~as of ~~the~~September ~~effectiveness~~30, of2022. ~~the~~The ~~design~~term ~~and operation of our~~ “disclosure controls and procedures,” (as defined in Rules 13a-15(e) and 15d-15(e) ofunder the ~~Securities~~ Exchange Act ~~of 1934~~, asmeans ~~amended.~~controls ~~Our Chairman~~ and ~~Interim~~other ~~Chief~~procedures ~~Financial~~of ~~Officer~~a ~~have~~company ~~concluded~~ that, asare ofdesigned ~~March 31, 2020, our disclosure controls and procedures were not effective~~ to ensure that information required to be disclosed by usa company in the reports that weit ~~file~~files or ~~submit~~submits under the Exchange Act is recorded, processed, summarized and reported, within the ~~required~~ time periods specified in the SEC's rules and ~~are~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in ~~our~~the reports that it files or submits under the Exchange Act is accumulated and communicated to ~~our~~the company's management, including ~~our~~its ~~Chairman~~principal executive and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officers, as appropriate to allow timely decisions regarding required disclosure. ~~This~~Management ~~was~~recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level due to ~~the~~changes ~~following~~described ~~material~~in ~~weakness:~~Form 10-K filed on October 13, 2022.

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

At the beginning of the current fiscal year, new formal policies were initiated for review of material transactions by an outside accounting professional with a CPA and CFO background and all disbursements reviewed and approved by the Chairman of the Board. Any discrepancies will be reported directly to the Board of Directors. These policies are intended for multiple reviews on all material transactions and assist in eliminating a material weakness described above.

Inherent Limitations over Internal Controls

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

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

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

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

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting, as defined in ~~Rule~~Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, or in other factors that occurred during the ~~three~~period ~~months~~of ~~ended~~our ~~March~~evaluation ~~31,~~or ~~2020~~subsequent to the date we carried out our evaluation, ~~that~~which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. and provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

Boart ~~Long~~Longyear ~~year~~ Company v. Lordsburg Mining Company, Case No. D-2-2-CV-2015- 06048, County of Bernalillo, NM; Boart Longyear Company v. Lordsburg Mining Company, Case No. D-721-CV-2015- 00058, County of Sierra, NM; and Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165, County of Quintero, NM. There are a series of collection cases by Boart Longyear Company, a company that obtained Utah judgments for equipment delivered to Lordsburg Mining Company in the aggregate amounts of $158,480 and has an interest rate of 5.25% per annum. Accrued interest on the obligation at ~~March~~September 3130, ~~2020~~2022 and June 30, ~~2019~~2022 was $3455,~~607~~419 and $2853,~~339~~322 respectively. Interest on the obligation for the ~~nine~~three months ended ~~March~~September 3130, ~~2020~~2022 and ~~2019~~2021 was $62,~~268~~097, respectively.

~~The~~Wagner ~~bankruptcy~~Equipment ~~court~~Co. ~~set~~v. upLordsburg aMining ~~Trust~~Company, ~~fund~~Case ~~that~~No. ~~will~~D-2014-02372, beCounty ~~funded~~of byBernalillo, ~~the~~NM ~~activities~~28 ofis ~~the~~a ~~Summit~~collection ~~mine~~case ~~for~~by ~~five~~Wagner ~~(5)~~equipment, ~~years~~who ~~after~~obtained ~~reopening~~judgment offor ~~the~~equipment ~~mine~~delivered ~~and~~to ~~the~~Lordsburg ~~trust~~Mining ~~funds~~Company ~~will~~in bethe ~~distributed~~amount byof an$115,789 ~~independent~~and ~~trustee~~has toa ~~all~~rate ~~credit~~of ~~holders~~interest onof ~~record~~8. ~~Currently~~75% ~~all~~per ~~debts~~annum. atAccrued interest on the ~~time~~obligation ofat ~~the~~September ~~bankruptcy~~30, ~~are~~2022 ~~currently~~and ~~due~~June 30, 2022 was $80,548 and in$77,994, ~~default~~respectively. ~~None~~Interest ofon the ~~claims~~obligation ~~have~~for ~~been~~the ~~reopened~~three ~~since~~months ~~June~~ended ~~2016~~September 30, 2022 and 2021 was $2,554 respectively.

InWith ~~November 2017,~~ the ~~Company~~completion ~~entered~~of ~~into~~the ~~substantially~~bankruptcy ~~identical~~in ~~agreements~~June ~~with Fortune Graphite~~2016, ~~Inc.~~all ~~and~~pending ~~Worldwide~~legal ~~Graphite~~actions ~~Producers,~~were ~~Ltd.~~reinstated toand ~~acquire~~debts aat ~~total~~the time of ~~four~~the ~~placer~~bankruptcy ~~claims~~are ~~for~~currently ~~aggregate~~due ~~consideration~~and ofin ~~Can$400~~default,~~000~~ ~~and~~but ~~the~~none ~~issuance~~ of ~~10,000,000 shares of Company common stock. The Company owes~~ the ~~sellers~~then ~~Can$140,000~~existing ~~and~~litigation ~~10,000,000~~has ~~shares~~to ~~of Company common stock. To~~ date, ~~the~~resulted ~~Company~~in ~~has~~subsequent ~~paid~~legal ~~Can$260,000~~proceedings. ~~The~~ ~~Company~~There ~~owes~~can ~~the~~be ~~sellers~~no ~~Can$140,000~~assurance ~~and~~that ~~10,000,000~~subsequent ~~shares~~legal ofproceedings ~~Company~~will ~~common~~not ~~stock~~materialize. ~~Based~~ ~~upon~~After ~~our~~the ~~subsequent~~dismissal ~~scrutiny and analysis~~ of the ~~transaction~~bankruptcy case, the Company inhad ~~February~~limited ~~2019~~assets, ~~initiated~~but anremained ~~arbitration~~liable ~~proceeding~~for ~~against~~all ~~the~~commitments ~~seller~~and todebts ~~void~~that ~~and~~then ~~rescind~~were ~~the~~outstanding. ~~purchase~~Santa ofFe ~~these~~Gold ~~British~~Barbados, ~~Columbia~~The ~~properties,~~Lordsburg ~~including~~Mining ~~requesting~~Company ~~additional~~and ~~remedies. The~~AZCO ~~Company~~are ~~cannot~~subsidiaries ~~predict~~of the ~~outcome~~Company ofwith ~~this~~nominal ~~arbitration,~~assets and ~~there~~all ~~can~~of betheir nocommitments, ~~assurance~~debts ~~that~~and ~~the~~legal ~~Company~~proceedings ~~will~~remain. ~~not~~The ~~lose~~bankruptcy ~~its~~court ~~interest~~set inup ~~these~~a ~~claims,~~trust orfund ~~owe~~funded ~~seller~~by the ~~remaining~~activities ~~outstanding~~of ~~amounts. In connection with this arbitration,~~ the ~~Company’s~~Summit ~~legal~~mine ~~position~~(main isasset tosold ~~void~~in ~~the~~bankruptcy ~~transaction~~proceedings) ~~and,~~for ~~due~~five toyears ~~the~~from ~~uncertainty~~reopening of the ~~outcome,~~mine ~~has~~and ~~provided~~the antrust ~~impairment~~funds ofwill ~~the~~be ~~amount~~distributed atby ~~June~~an ~~30,~~independent ~~2019,~~trustee into ~~the~~certain ~~amount~~unsecured creditors of ~~$210,116~~record.

24As disclosed in the Company’s Form 8-K filed on October 1, 2018, a director and former chief executive officer of the Company, Mr. Thomas H. Laws, entered into a secured promissory note and security agreement in the principal amount of $930,000 in favor of the Company on September 19, 2018, bearing interest at the annual rate of 4% and maturing 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.

InSubsequent ~~November~~professional ~~2018,~~costs ~~Santa~~including Felegal, ~~filed~~auditing, aforensic ~~complaint~~accounting inand ~~Luna~~related ~~County~~filing ~~District~~costs ~~Court,~~related ~~State~~to ofthis ~~New~~event ~~Mexico,~~have ~~requesting~~been aadded ~~$930,000~~to ~~money~~the ~~judgment~~amounts ~~against~~owed by Mr. ~~and Mrs~~Laws. ~~Laws~~As ~~for~~of ~~misappropriation~~the filing of ~~Company~~this ~~funds~~report, inwe ~~addition~~have todetermined ~~foreclosing~~that on the ~~mortgage~~costs ~~Mr.~~associated ~~and~~with MsMr. Laws ~~granted~~action currently aggregate to ~~Santa~~approximately Fe$1,651,263 onincluding ~~real~~legal ~~property~~charges toand ~~secure~~forensic ~~the~~accounting, ~~promissory~~of ~~note~~which ~~located~~we have collected $990,632 in ~~Luna~~cash ~~County~~and properties with an estimated net market value of $25,800 ~~New~~as ~~Mexico~~of the date of filing of this Form 10-Q.

InAs ~~November~~of ~~2018~~the filing of this report, ~~Santa~~Mr. FeLaws ~~filed~~has aplead ~~similar~~guilty ~~complaint~~to invarious ~~Grant~~charges ~~County~~brought against him by the U. S. District ~~Court,~~Attorney ~~State~~for the District of New Mexico, aswhich ~~Mr.~~include ~~and~~the ~~Mrs~~Company’s allegations. Mr. Laws ~~and~~is ~~XYZ~~currently ~~Ranch~~has ~~Estates~~been sentenced on the charges which he plead, ~~LLC~~to ~~granted~~81 ~~Santa~~months Fein aprison. ~~deed~~Currently ofhe ~~trust~~is ~~and~~serving athat ~~mortgage,~~sentence. ~~respectively,~~The onCompany ~~several~~attorneys ~~pieces~~have offiled ~~real~~all ~~property~~required indocuments ~~Grant~~for ~~County,~~future ~~New~~monetary ~~Mexico.~~settlements Mrto be determined by the court. ~~Laws~~In ~~also~~November ~~granted~~2020 ~~Santa~~the Fecourt aawarded ~~security~~various ~~agreement~~Law’s onproperties anto ~~airplane~~the ~~located~~Company and in ~~Grant~~December ~~County~~2020 the Company was provided good title, ~~New~~free ~~Mexico~~and clear of any encumbrances to them. ~~The~~ ~~complaint~~Law’s inresidence ~~Grant~~was ~~County~~levied ~~requested~~on apursuant ~~money~~to ~~judgment~~court inorder ~~the~~and ~~amount~~has ofbeen ~~$930,000~~sold ~~against~~by ~~Mr.~~the court and ~~Mrs.~~the ~~Laws,~~net proceeds received by the Company in ~~addition~~March, to2021. aThe ~~request~~Company todoes ~~foreclose~~not onanticipate receiving an additional substantial reimbursement of the ~~assets~~remaining ~~pledged~~expenses tothat uswere ~~located~~incurred inas ~~Grant~~a ~~County,~~result ~~New~~of ~~Mexico~~Laws malfeasance after the sale of the remaining property received from the court.

~~Subsequent~~We ~~review~~are ofsubject ~~these~~from ~~transactions~~time ~~for~~to ~~the~~time ~~fiscal~~to ~~year ended June 30~~litigation, ~~2017,~~claims ~~resulted in a restatement of assets~~ and ~~operating~~suits ~~costs~~arising in the ~~amount~~ordinary course of ~~$971,099~~business. ~~and~~Other ~~charged~~than to the ~~former~~above-described ~~chief~~litigation, ~~executive~~as ~~officer.~~of ~~Subsequent~~September ~~professional costs including legal~~30, ~~auditing~~2019, ~~forensic~~we ~~accounting~~were ~~and~~not ~~related~~a ~~filing~~party ~~costs related~~ to ~~this~~any ~~event~~material ~~have been added to the amounts owed by Mr. Laws. At the time of filing this report~~litigation, weclaim ~~have~~or ~~determined~~suit ~~costs~~whose ~~associated~~outcome ~~with~~could ~~Mr. Laws action currently aggregates $1,651,263, of which we~~ have ~~collected~~a ~~$485,966~~material aseffect ofon ~~the~~our ~~date~~financial ~~of filing this report~~statements.

AsBecause oflitigation outcomes are inherently unpredictable, the ~~filing~~Company’s evaluation of ~~this~~legal ~~report,~~proceedings Mroften involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. ~~Laws~~If ~~has~~the ~~pleaded~~assessments ~~guilty~~indicate that loss contingencies that could be material to ~~various~~any ~~charges~~one ~~brought~~of ~~against~~its ~~him~~financial bystatements ~~the~~are U.not S.probable, ~~District~~but ~~Attorney~~are ~~for~~reasonably possible, or are probable, but cannot be estimated, then the ~~District~~Company discloses the nature of ~~New~~the ~~Mexico~~loss contingencies, ~~which~~together ~~include~~with an estimate of the ~~Company~~range ~~allegations.~~of ~~Mr.~~possible ~~Laws~~loss or a statement that such loss is ~~currently~~not ~~awaiting~~reasonably ~~sentencing~~estimable. onWhile the ~~pleaded~~consequences toof ~~charges.~~certain ~~The~~unresolved ~~Company~~proceedings ~~attorneys~~are ~~have~~not ~~filed~~presently ~~all~~determinable, ~~required~~and ~~documents~~an ~~for~~estimate ~~future~~of ~~monetary~~the ~~settlements~~probable toand reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be ~~determined~~reasonably bymade, an adverse outcome from such proceedings could have a material adverse effect on its financial statements in any given reporting period. However, in the ~~court~~opinion ~~and~~of Management, after consulting with legal counsel, the ~~Company~~ultimate ~~does~~liability related to the current outstanding litigation is not ~~anticipate~~expected ~~receiving~~to have a ~~substantial~~material ~~reimbursement~~adverse ofeffect ~~the~~on ~~remaining~~its ~~Laws~~financial ~~costs~~statements.

~~The~~ITEM ~~DOJ and the SEC have each initiated investigation into the Company, resulting from the Laws transactions~~1A. ~~The~~ ~~SEC~~RISK has obtained a formal order to investigate the Company. The DOJ investigation found no wrong doings by the Company. 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. The SEC 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 current officers and directors. These types of remedial actions may result in additional costs and expenses to be incurred by the Company.FACTORS

InAs ~~accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of~~ a ~~loss~~smaller isreporting ~~probable and the amount can be reasonably estimated~~company, ~~and~~we ~~the~~are ~~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 torequired 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 beinclude ~~only~~disclosure ~~reasonably~~under ~~possible~~this ~~or remote~~item.

ITEM 1A. RISK FACTORS

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

Except as set forth herein, Santa Fe Gold and all its subsidiaries, filed for bankruptcy protection under Chapter 11 in the state of Delaware, Case # 15-11761-MFW on August 26, 2015 and on June 15, 2016, the case was dismissed on June 15, 2016. The

Company’s most current risk factors are disclosed in our Annual Report filed with the Commission on Form 10-K for the fiscal year ended June 30, 2019 to the SEC on July 15, 2020 and are incorporated herein by reference.

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

Between ~~January~~July 1, ~~2020~~2022 and ~~March~~September 3130, ~~2020~~2022, in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder, the Company accepted a stock ~~subscriptions~~subscription from ~~two~~an existing accredited ~~investors~~investor at $0.05 ~~and $0.07~~ per share for an aggregate of 62,000,000 shares of the Company’s restricted common stock for a total aggregate consideration of $360,000. There were no subsequent or contemporaneous offerings of the restricted common stock by the Company. Negotiations for the issuance of the shares took place directly between the investor and the Company.

~~The Company, on January 1, 2020, approved the issuance of 175,439 shares of restricted common stock for consulting fees with a value of $14,895 on the issuance date.~~30

~~The~~consideration ~~issuances~~ of ~~the restricted common shares during the three months ended March 31~~$100,~~2020,~~000. There were ~~exempt~~no ~~from~~subsequent ~~the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a) (2) thereof and/~~or ~~Regulation~~contemporaneous ~~S promulgated thereunder and/or because such issuances did not involve a~~ public ~~offering~~offerings ~~and/or~~of ~~because~~common ~~such~~stock ~~sales were to non-US-persons. The cash proceeds were utilized for working capital~~ by the Company. Inor ~~connection with transactions referenced above,~~ other than issuances to the Company’s officers, directors, employees and consultants for services, the Company obtained representations from each investor that (i) such investor was an “accredited investor” within the meaning of Rule 501 of Regulation D, (ii) such investor was acquiring the securities. ~~for~~Negotiations ~~its own account~~ for ~~investment and not for~~ the ~~account~~issuance 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~~took ~~such~~place ~~securities~~directly ~~are~~between ~~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~~Company.

~~ITEM~~The 3issuances of the restricted common shares during the three months ended September 30, 2022, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a) (2) thereof and/or Regulation S promulgated thereunder and/or because such issuances did not involve a public offering and/or because such sales were to non-US-persons. ~~DEFAULTS~~The ~~UPON~~cash ~~SENIOR~~proceeds ~~SECURITIES~~were utilized for working capital by the Company. In connection with transaction referenced above, the Company obtained representations from the investor that (i) such investor was an “accredited investor” within the meaning of Rule 501 of Regulation D, (ii) such investor was acquiring the securities for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (iii) such investor understands that the purchased securities or shares underlying such securities are subject to transfer restrictions under the Securities Act and any applicable state securities laws, (iv) such investor has knowledge and experience in financial and business matters such that such investor is capable of evaluating the merits and risks of an investment in us, and (v) such investor has considered the risk factors contained in SEC filings.

~~With~~ITEM ~~the~~3. ~~filing~~DEFAULTS ofUPON ~~bankruptcy~~SENIOR ~~protection on August 26, 2015, all debt securities are in default and all but Waterton remain after the dismissal of the proceedings on June 15, 2016.~~SECURITIES

~~ITEM~~With 4.the ~~MINE~~filing ~~SAFETY~~of ~~DISCLOSURES~~ bankruptcy protection on August 26, 2015, all debt securities are in default and all but Waterton remain after the dismissal of the proceedings on June 15, 2016.

~~Pursuant~~ITEM to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator of mine in the United States are required to disclose specified information about mine health and safety in their periodic reports4. ~~These~~MINE ~~reporting~~SAFETY requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three-month period ended March 31, 2020, we and our properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.DISCLOSURES

Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator of mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three-month period ended September 30, 2022, we and our properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

Exhibit	Description
31.1	Certification of Chief ~~Financial~~Executive Officer ~~and Principal Accounting Officer~~ pursuant to Rule 13a-14a and Rule 15d-14(a).
32.1	Certification of Chief Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C.-. Section 1350.
31.2	Certification of Chief Financial Officer and Principal Accounting Officer pursuant to Rule 13a-14a and Rule 15d-14(a)
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.-. Section 1350

26Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES:

	SANTA FE GOLD CORPORATION
Date: November 14, 2022	By:	/s/ Brian Adair
		Brian Adair
		Chief Executive Officer and Director
		(Principal Executive Officer)

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

Date: November 14, 2022	By:	/s/ Stephen J. Antol
		Stephen J. Antol
		Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)

~~Date October XX, 2020 /s/ Stephen J. Antol Stephen J. Antol Chief Financial Officer, Principal Accounting Officer~~31

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