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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2023

☐	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 of Registrant as Specified in its Charter)

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

2325 San Pedro NE, Suite 2J #5

Albuquerque, NM 87110

(Address of principal executive offices)

(505) 255-4852

(Registrant’s Telephone Number, including Area Code)

Former name, former address and former fiscal year, if changed since last report)

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

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 (1) 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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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

Large accelerated filer	¨	Non-accelerated filer	x
Accelerated filer	¨	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 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 September 6, 2023 was 449,581,089.

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 Unaudited – March 31, 2023	6
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Operations	7
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to the Condensed Consolidated Financial Statements	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	29
Item 4.	Controls and Procedures	29

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	30
Item 6.	Exhibits	31
SIGNATURES		31
CERTIFICATIONS

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

The financial statements and notes thereto contain 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 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;

•we have no history of producing metals from our current mineral properties and there can be no assurance that we will successfully establish mining operations or profitably produce precious metals;

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

•exposure to all 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 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. 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 Item 1A 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.

SANTA FE GOLD CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS
		March 31, 2023		June 30, 2022
		(Unaudited)		(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	525	$	19,939
Prepaid expenses and other current assets		4,882		8,740
Total current assets		5,407		28,679
Property and equipment, net		399,049		432,118
Mineral property		4,440,365		4,215,365
Deposit		125		125
Assets held for sale		-		202,821
Total Assets	$	4,844,946	$	4,879,108

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	3,865,558	$	3,812,836
Accrued liabilities		13,889,935		12,385,090
Notes payable, current maturities		2,828,675		2,343,635
Completion guaranty payable		3,359,873		3,359,873
Total current liabilities		23,944,041		21,901,434

Non-current notes payable		63,849		510,786
Total Liabilities		24,007,890		22,412,220
Commitments and Contingencies
Stockholders' Deficit:
Common stock, $0.002 par value, 550,000,000 shares authorized at March 31, 2023 and June 30, 2022; 446,308,551 issued and outstanding at March 31, 2023 and 441,308,551 shares issued and outstanding at June 30, 2022		892,617		882,617
Additional paid-in capital		96,956,277		96,558,521
Accumulated deficit		(117,011,838)		(114,974,250)
Total stockholders' deficit		(19,162,944)		(17,533,112)
Total Liabilities and Stockholders' Deficit	$	4,844,946	$	4,879,108

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

SANTA FE GOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022

Revenues	$	-	$	-	$	-	$	-

Operating Expenses:
Mine and mine related costs		24,011		31,748		95,845		101,339
General and administrative		232,455		268,115		818,320		1,104,700
Total operating expenses		256,466		299,863		914,165		1,206,039
Loss From Operations		(256,466)		(299,863)		(914,165)		(1,206,039)

Other Income and (Expense):
Miscellaneous income		-		-		173		-
Recovery (misappropriation) of funds		-		-		4,257		(522)
Finance costs- commodity supply agreement		(615,529)		(505,553)		(603,474)		(663,933)
Interest expense		(174,104)		(169,264)		(524,379)		(501,403)
Total other income (expense)		(789,633)		(674,817)		(1,123,423)		(1,165,858)

Loss before provision for income taxes		(1,046,099)		(974,680)		(2,037,588)		(2,371,897)
Provision for income taxes		-		-		-		-
Net (Loss), Gain and Comprehensive Gain, (Loss)	$	(1,046,099)	$	(974,680)	$	(2,037,588)	$	(2,371,897)

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		445,319,662		439,161,884		443,377,894		437,394,135

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

SANTA FE GOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

					Additional
Nine Months Ended March 31, 2023	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 and options issued3		-		-		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)
Issuance of stock for cash		2,000,000		4,000		96,000		-		100,000
Value of warrants and options issued		-		-		101,236		-		101,236
Current period (loss)		-		-		-		(1,052,087)		(1,052,087)
Balance, December 31, 2022		445,308,551		890,617		96,889,456		(115,965,739)		(18,185,666)
Issuance of stock for cash		1,000,000		2,000		48,000		-		50,000
Value of warrants and options issued		-		-		18,821		-		18,821
Current period (loss)		-		-		-		(1,046,099)		(1,046,099)
Balance, March 31, 2023		446,308,551	$	892,617	$	96,956,277	$	(117,011,838)	$	(19,162,944)

					Additional
Nine Months Ended March 31, 2022	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 and options issued		-		-		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)
Issuance of stock for cash		600,000		1,200		28,800		-		30,000
Value of warrants and options issued		-		-		269,661		-		269,661
Current period loss		-		-		-		(943,769)		(943,769)
Balance December 31, 2021		437,788,551		875,577		96,348,318		(114,037,375)		(16,813,480)
Issuance of stock for cash		2,460,000		4,920		118,080		-		123,000
Value of warrants issued with stock purchases		-		-		21,564		-		21,564
Current period loss		-		-		-		(974,680)		(974,680)
Balance March 31, 2022		440,248,551	$	880,497	$	96,487,962	$	(115,012,055)	$	(17,643,596)

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

SANTA FE GOLD CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Nine Months Ended March 31,
		2023		2022
Cash Flows from Operating Activities:
Net Loss	$	(2,037,588)	$	(2,371,897)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Warrant/option expense from derivative liability		157,756		381,858
Depreciation and amortization		34,137		40,412
Non-cash interest expense		-		823
Non-cash expense		-		(18,000)
Non-cash adjustment on recovery of misappropriated funds		(200)		522
Net change in operating assets and liabilities:
Prepaid expenses and other current assets		3,858		(5,448)
Accounts payable and accrued liabilities		1,582,302		1,541,689
Net Cash Used in Operating Activities		(259,735)		(430,041)

Cash Flows from Investing Activities:
Payment on mineral leases		(225,000)		(200,000)
Proceeds from property for sale		181,078		-
Recovery of misappropriated funds		(4,057)		-
Purchase of property, plant and equipment		(1,068)		(179,469)
Net Cash Used in Investing Activities		(49,047)		(379,469)

Cash Flows from Financing Activities:
Proceeds from issuance of common stock		250,000		361,500
Proceeds from notes payable		50,000		400,000
Proceeds from asset sale of real estate		-		37,478
Payment on note principal		(10,632)		(10,000)
Rent deposit payment		-		(125)
Payment on lease principle		-		(4,403)
Net Cash Provided by Financing Activities		289,368		784,450

Net (Decrease) Increase in Cash and Cash Equivalents		(19,414)		(25,060)
Cash and Cash Equivalents Beginning of year		19,939		27,458
Cash and Cash Equivalents End of Year	$	525	$	2,398

Supplemental Cash Flow Information:
Cash paid for interest	$	2,005	$	161
Cash paid for income taxes	$	-	$	-

Supplemental Disclosures for Noncash Investing and Financing Activities:
Purchase of asset for sale in exchange for accrued wages	$	26,000	$	-
Commodity Supply finance costs in accrued liabilities	$	603,474	$	663,933

The accompanying notes are an integral part of these 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 in our subsidiary, Santa Fe Acquisitions, LLC.

In January 2019 the Company has acquired right of use on two properties in western New Mexico, consisting of eight (8) patented claims and two unpatented claims, all located in the Steeple Rock Mining District, Grant County, New Mexico, and the related water rights lease agreements. The two properties are known as the Billali Mine and the Jim Crow Imperial Mine. The Company has made improvements to the Jim Crow Imperial mine and 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 late in the third quarter of 2023 when we anticipate the completion 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”) 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 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 Canadian NI 43-101.

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 or other infectious viruses are not effectively and timely controlled, our business plans and financial condition may be materially and adversely affected as a result of the potential deteriorating economic outlook or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment and cause our business to suffer in ways that we cannot predict at this time and that may materially and adversely impact our business plans, financial condition and results of operations.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Liquidity 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.

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

		March 31,		June 30,
		2023		2022
Cash on hand	$	525	$	19,939
Working capital (deficit)	$	(23,938,634)	$	(21,872,755)
Stockholder (deficit)	$	(19,162,944)	$	(17,533,112)

		March 31,		March 31,
		2023		2022
Current quarter net (loss)	$	(1,046,099)	$	(974,680)

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

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

As of the periods ending March 31, 2023 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:

	March 31,	June 30,
	2023	2022
Amount due under the Gold Stream Agreement	$11,115,397	$10,379,629
Notes payable and accrued interest	6,067,844	5,736,243
Accounts payable and other accrued liabilities	3,678,414	3,663,249
Total	$20,861,655	$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, Santa Fe Gold Barbados Corporation, a Barbados corporation, Santa Fe Acquisitions Company, a New Mexico Limited Liability Company, Minerals Acquisitions, LLC, a New Mexico Limited Liability Company and Bullard’s Peak Corporation, a New Mexico corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

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 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, taxes and contingencies, asset retirement obligations, revenue recognition, and stock-based compensation which are discussed in the respective notes to the consolidated financial statements.

Fair Value of Financial 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 is carried at cost. The cost of repairs and maintenance are expensed as incurred and major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows.

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

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.

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 March 31, 2023, 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.

When a property reaches the production stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. The Company assesses the carrying costs of the capitalized mineral properties for impairment under ASC 360-10, “Impairment of long-lived assets”, and evaluates the 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.

To date, the Company has not established the economically viability of any of our exploration prospects as defined under Regulation S-K, therefore, all exploration costs are expensed as incurred.

Impairment of Long-Lived Assets

The 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 nine months ended March 31, 2023 and 2022.

Reclamation and Asset Retirement Obligation

Reclamation obligations (“ARO”) 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 ASC guidance for reclamation obligations. No reclamation costs were required for the nine months ended March 31, 2023 and 2022.

Derivative Financial Instruments

The 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.

Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the

fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized as a one-day derivative loss, in order to initially record the derivative instrument liabilities at their fair value.

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

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.

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

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. 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 short-term 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. 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 standard will not have a significant impact on our consolidated financial statements until a significant 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. Warrant and option expense for the nine months ended March 31, 2023 and 2022 was $157,756 and $381,858, respectively.

Income Taxes

The Company accounts 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 March 31, 2023 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.

Net Earnings (Loss) Per Share

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted loss per share as their inclusion would be anti-dilutive for the three and nine months ended March 31, 2023 and 2022.

The potentially dilutive securities consisted of the following for the period ended March 31, 2023:

March 31,

2023

Options to purchase common stock

39,000,000

Warrants to purchase common stock

10,643,816

Stock-Based Compensation

In connection with terms of employment with the Company’s executives and employees, the Company occasionally issues options to acquire its common stock. Awards are made at the discretion of the Board of Directors. Such options may be exercisable at varying exercise prices and generally vested upon date of grant or may vest over a period of six months to a year. The Company accounts for option-based compensation on the grant date fair value of the award. The Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share-based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. The compensation cost is recognized over the expected vesting period.

The Company has adopted the provisions of FASB ASC 718, “Stock Compensation” (“ASC 718”), which establishes 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 issued for any options exercised.

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 nine months ended March 31, 2023 and 2022.

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.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following at March 31, 2023 and June 30, 2022:

	March 31,	June 30,
	2023	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	(158,858)	(124,721)
	$ 399,049	$ 432,118

Depreciation and amortization expense on property and equipment and right-of-use asset for the nine months ended March 31, 2023 and 2022 was $34,137 and $40,412, respectively.

Note 4 – MINERAL RIGHTS

The Company has capitalized acquisition costs on mineral properties at March 31, 2023 and June 30, 2022 as follows:

	March 31,		June 30,
	2023		2022
Alhambra – Blackhawk project	$	3,115,365	$	3,115,365
Billali – Jim crow Imperial minerals rights		1,325,000		1,100,000
		4,440,365		4,215,365
Less: Accumulated amortization		-		-
Mineral property	$	4,440,365	$	4,215,365

Exploration Status Overview

We have not established that the Alhambra - Blackhawk project or Billali Mine - Jim Crow/Imperial Mine rights projects contain mineral reserves, as defined in Regulation S-K 1300. 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 if a revenue stream is attained, of which there can be no assurance, the capitalized balance will be amortized to expense.

We are an exploration 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.

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 other personnel that 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.

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 51% of the profits as defined in the definitive agreement, when executed. The Company will receive 49% 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. On December 22, 2022, TMRC held a webinar discussion of geophysical results of the Blackhawk silver mining district. The webinar presentation may be viewed at the TMRC web site and is located under Events and Presentations.

The Company commenced exploration work on the Jim Crow mine in late 2019. Work to date has consisted of beginning the upgrading of the surface facilities, rehabilitating the shaft, expanding the 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 mine. The Company 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 2020 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.

With three of our mine employees having 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 in the fourth quarter of the calendar year 2023, depending on the projected completion of our mill operation in Duncan, Arizona.

NOTE 5 – ASSETS HELD FOR SALE

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. As of March 31, 2023, all assets held for sale have been sold.

NOTE 6 - ACCRUED LIABILITIES

Accrued liabilities consist of the following at March 31, 2023 and June 30, 2022:

	March 31,		June 30,
	2023		2022
Franchise taxes		$ 1,070	$	3,920
Audit fees	47,000		40,000
Merger costs, net	269,986		269,986
Payroll burden	530,733		414,404
Vacation pay	36,014		36,014
Accrued director fees	900,000		675,000
Other	177,114		144,500
Interest	6,068,717		5,545,439
Commodity Supply Agreement finance fees – See NOTE 10	5,859,301		5,255,827
	$ 13,889,935		$ 12,385,090

NOTE 7 - NOTES PAYABLE – CURRENT MATURITIES

Installment Sales Note

On June 1, 2012, the Company entered 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 March 31, 2023 and June 30, 2022, respectively, had accrued interest of $196,607 and $179,409, respectively and interest expense of $17,198, respectively for each of the nine months ended March 31, 2023 and 2022`. 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 March 31, 2023 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 disagreed 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 March 31, 2023 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 March 31, 2023 and June 30, 2022 is $3,727,352 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 nine months ended March 31, 2023 and 2022 was $314,403, 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.” See NOTE 14 – SUBSEQUENT EVENTS, derecognition of liability, for additional disclosure on the Merger Agreement status.

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 March 31, 2023 and June 30, 2022 is $33,584 and $29,091, respectively. During the period ended December 31, 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 March 31, 2023 and June 30, 2022 was $99,750, respectively. Interest expense on the loan for the nine months ended March 31, 2023 and 2022 is $4,493 and $4,911, respectively.

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 March 31, 2023 and June 30, 2022 is $56,603 and $26,575, respectively. Interest expense on these notes for the nine months ended March 31, 2023 is $30,028. 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.

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. In November 2022, the note holder granted an extension on the note amount and accrued interest until February 16, 2023 and the Company granted 2,000,000 new three month vested stock options with a strike price of $0.05 per share. Accrued interest on the loan at March 31, 2023 and June 30, 2022 is $11,178 and $2,170, respectively. Interest expense on the loan for the nine months ended March 31, 2023 is $9,008. The issuance of options with the note extension resulted in a derivative charge to operations of $25,799 in the three months ended December 31, 2022.

On December 20, 2022, a shareholder loaned the Company $25,000 at an annual interest rate of 12% and the note has a one-year maturity date. On January 3, 2023 the Company received another $25,000 addition to the note. The proceeds were used for working capital requirements. In conjunction with the total loan, the Company granted 1,000,000 three-year vested stock options with a strike price of $0.05 per share. Interest expense and accrued interest on the loan at March 31, 2023 is $1,553. The issuance of options with the note resulted in a derivative charge to operations of $37,718 in the three months ended December 31, 2022.

The following summarizes notes payable:

	March 31,		June 30,
	2023		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	35,040		-
Secured notes payable, 10%	400,000		-
Note payable, interest at 6%	99,750		99,750
Note payable, 12%	150,000		100,000
	$	2,828,675	$	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 March 31, 2023 and at June 30, 2022. Interest of $132,295 was expensed during the nine months ended March 31, 2023 and 2022, respectively. Accrued interest at March 31, 2023 and June 30, 2022 was $1,896,224 and $1,763,929, respectively.

NOTE 9 – NON-CURRENT NOTES PAYABLE

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 did not meet the requirements for the loan forgiveness program and began payments on the notes in October 2022. Interest on the notes is 1% per annum. Monthly payments on the notes aggregates $2,715.

The PPP Notes have a maturity date 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 March 31, 2023 and June 30, 2022:

	March 31,		June 30,
	2023		2022
Notes payable	$	-	$	400,000
Loans payable to bank under the Paycheck Protection Program		98,889		109,520
Less current portion of loans payable		(35,040)		-
Accrued interest on Paycheck Protection Program Loans	-		1,266
	$	63,849	$	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 March 31, 2023 and at June 30, 2022 of 3,709 ounces of undelivered gold valued at approximately $5,859,301 and $5,255,827 respectively, presented in accrued liabilities on the balance sheet, net of the Fixed Price of $400 per ounce. The change for the nine-month period ended March 31, 2023 resulted in a finance charge on the commodity supply agreement of $603,474. 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 life of the mine.

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 December 31, 2022, the Company has not established mineral reserves on any of our exploration projects; therefore, all exploration costs are being expensed. During the nine months ended March 31, 2023, we capitalized payments of $225,000 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

The Company’s office consists of a single room located in Albuquerque, NM, at the home of the former CFO for a monthly rent of $550. The Company rented a new office space in July 2021 with a current rental cost per month $175 as the official Company address. Rental expense for the nine months ended March 31, 2023 and 2022 is $6,525 and $6,075, 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 11 - 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), we have re-registered the same under Section 12(g) by way of filing a Form 10-12g, which has been approved by the SEC.

The Company Form 10-12g Registration Statement with the SEC was declared effective by the SEC on August 4, 2022. 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 by FINRA and receive 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 months ended March 31, 2023, the Company:

(i)

Accepted subscriptions for an aggregate of 5,000,000 shares of restricted common stock from our CEO who is an accredited investor for cash proceeds of $250,000.

Warrants

During the nine months ended March 31, 2023, the Company issued 2,500,000 three-year warrants at a strike price of $0.05 as part of the private placements to our CEO. The Black-Sholes fair value of the issued warrants for the nine months ended March 31, 2023 is $94,238.

During the nine months ended March 31, 2023, 7,866,667 warrants expired.

Options

During the nine months ended March 31, 2023, 3,000,000 options were granted. The Black-Sholes fair value of the issued options for the nine months ended March 31, 2023 is $63,518.

During the nine months ended March 31, 2023, 4,000,000 options expired.

The Black-Scholes option-pricing model was used to estimate the fair value of the options and warrants with the following weighted-average assumptions for the nine-month period ending March 31, 2023 and 2022 were as follows:

	March 31, 2023		March 31, 2022
Risk-free interest rate	3.809% - 4.33	%	0.30% - 1.38	%
Expected volatility	129.56 - 129.59	%	99.35 – 119.78	%
Expected life	0.25-3		2-3
Expected dividend	0	%	0	%

Stock option and warrant activity for the nine months ended March 31, 2023 are as follows:

	Stock Options			Stock Warrants
		Weighted			Weighted
		Average			Average
	Number of	Exercise		Number of	Exercise
	Shares	Price		Shares	Price
Outstanding at June 30, 2022	40,000,000	$ 0.05		16,010,483	$ 0.056
Granted	3,000,000	0.05		2,500,000	0.05
Canceled	—	—		—	—
Expired	(4,000,000)		0.05	(7,866,667)	(0.058)
Exercised	—	—		—	—
Outstanding at March 31, 2023	39,000,000	$0.05		10,643,816	$ 0.053

Stock options and warrants outstanding and exercisable at March 31, 2023, are as follows:

	Outstanding and Exercisable Options				Outstanding and Exercisable Warrants
			Weighted				Weighted
			Average				Average
			Contractual				Contractual	Weighted
Exercise			Remaining				Remaining	Average
Price	Outstanding	Exercisable	Life	Exercise	Outstanding	Exercisable	Life	Excise
Range	Number	Number	(In Years)	Price	Number	Number	(In Years)	Price
$0.05	39,000,000	39,000,000	0.94	$0.05	8,877,149	8,877,149	1.37
	-	-		$0.06	916,667	916,667	0.87
	-	-		$0.07	750,000	750,000	0.33
	—	-		$0.15	100,000	100,000	2.39
	39,000,000	39,000,000			10,643,816	10,643,816

	Outstanding Options		0.94	Outstanding Warrants			1.27	$0.053
	Exercisable Options		0.94	Exercisable Warrants			1.27	$0.053

As of March 31, 2023, the aggregate intrinsic value of all stock options and warrants vested and expected to vest is $469,196. and the aggregate intrinsic value of currently exercisable stock options and warrants is $469,196. The intrinsic value of each option or warrant 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 $0.0598 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 March 31, 2023 is 47,877,149.

The total intrinsic value associated with options exercised during the nine months ended March 31, 2023 was $0. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option or warrant holder to exercise the options.

The total grant-date fair value of option and warrant shares vested during the nine months ended March 31, 2023 was $157,756.

NOTE 12 – 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 $7,250 and $6,025 for nine months ended March 31, 2023 and 2022, 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 $1,016,632 in cash and from properties held for sale. As of December 31, 2022, we have disposed all the properties awarded by the court.

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. The Company does not anticipate receiving any additional substantial reimbursement of the remaining expenses that were incurred as a result of Laws malfeasance after the sale of the 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.

NOTE 13 – LEGAL PROCEEDINGS

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

Boart Longyear Company v. Lordsburg Mining Company, Case No. D-2-2-CV-2015- 06048, County of Bernalillo, NM; Boart Longyear Company v. Lordsburg Mining Company, Case No. D-721-CV-2015- 00058, County of Sierra, NM; and Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165, County of Quintero, NM. There are a series of collection cases by Boart Longyear Company, a company that obtained Utah judgments for equipment delivered to Lordsburg Mining Company in the aggregate amounts of $158,480 and has an interest rate of 5.25% per annum. Accrued interest on the obligation at March 31, 2023 and June 30, 2022 was $59,568 and $53,322 respectively. Interest on the obligation for the nine months ended at March 31, 2023 and 2022 was $6,246, 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. Accrued interest on the obligation at March 31, 2023 and June 30, 2022 was $85,599 and $77,994, respectively. Interest on the obligation for the nine months ended at March 31, 2023 and 2022 was $7,605 respectively.

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

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

Subsequent professional costs including legal, auditing, forensic accounting and related filing costs related to this event have been added to the amounts owed by Mr. Laws. As of the filing of this report, we have determined that the costs associated with Mr. Laws action currently aggregate to approximately $1,651,263 including legal charges and forensic accounting, of which we have collected $1,016,632.

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 is currently has been sentenced on the charges which he plead, to 81 months in a federal 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. The Company does not anticipate receiving any additional substantial reimbursement of the remaining expenses that were incurred as a result of Laws malfeasance after the sale of the property received from the court.

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

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.

NOTE 14 – SUBSEQUENT EVENTS

Acquisition of Processing Mill

The Company is currently in process of acquiring a mill operation for its head ore to located on its property in Duncan, Arizona. The seller of the mill has disassembled the mill in Kellogg, Idaho and relocated the mill to the Duncan, Arizona site. Currently all associated costs of the mill and its relocation are being accumulated and finalized by the seller. At this time there are no signed agreements between the seller and the Company as to terms and sales price of the delivered disassembled mill and such price is anticipated to be negotiated and determined when funding is obtained by the Company to acquire and reconstruct the mill.

The Company is currently in discussions with a potential investor who is involved in the precious metals mining sector. A draft of the Term Sheet is currently being discussed for a four-million dollar Bridge Loan to finance the acquisition of the processing mill, its construction and the upgrading of our Jim Crow and Billali mines for production.

Derecognition of Liability

Effective on April 1, 2023, the court order issued in the Supreme Court of British Columbia referencing debt owed under a Bridge Loan Agreement with Tyhee Gold Corporation entered on February 13, 2014 under British Columbia jurisdiction became effective. The Supreme Court of British Columbia determined that the Bridge Loan Agreement is statute barred pursuant to the Limitations Act, S.B.C. 2012, c.13. The court Order granted Tyhee a leave to apply for a set aside of the Order within 45 days of the issued Order and the leave period expired and no filings were submitted by Tyhee and the Order became effective.

The effective judicial ruling meets the accounting criteria in FASB ASC 405-20-40-1(b) and the liability has been extinguished. Santa Fe Gold Corporation will derecognize the liability under this agreement in our quarter ending June 30, 2023. The derecognized liability consists of a note payable for $1,745,092, accrued note interest of $3,728,500 and a net transaction fee of $269,986.

Recent Issuances of Unregistered Securities

In the period from January 1, 2023 through July 21, 2023, the Company sold an aggregate of 2,572,538 restricted shares of common stock to the chairman of the board for cash proceeds $128,627.

In the period from January 1, 2023 through July 21, 2023, the Company issued 1,286,269 warrants to the chairman of the board that were attached to restricted stock purchases. The warrants were vested at issuance, have a three life and an exercise price of $0.05.per share.

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, 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.

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 ordinary course of business. If the Company becomes unable to continue as a going concern, it may be unable to realize the carrying value of its assets or to meet its liabilities as they become due.

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.

Exploration Stage Company

We are considered an exploration stage company, as defined in S-K 1300. The Company has not demonstrated the existence of mineral reserves at any of our properties. Under Regulation S-K 1300, the SEC defines a “mineral reserve” as “an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.” To have mineral resources, there must be reasonable prospects for economic extraction. Per the SEC, “probable mineral reserves” are the economically mineable part of an indicated and, in some cases, a measured mineral resource and “proven mineral reserves” can only result from measured mineral resources. Mineral reserves cannot be considered proven or probable unless and until they are supported by a preliminary feasibility study or feasibility study, indicating that the mineral reserves have had the requisite

geologic, technical and economic work performed and are economically and legally extractable. We have not completed a preliminary feasibility study or feasibility study with regard to any of our properties to date. We do not anticipate leaving exploration stage company for the foreseeable future. Under S-K we will not exit the exploration stage until such time, if ever, that we demonstrate the existence of proven or probable mineral reserves that meet the guidelines under S-K 1300. When we begin extracting material from our properties, we will remain an exploration company under S-K 1300 guidelines.

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.

Operating Results for the Three Months Ended March 31, 2023 and 2022

Revenues

During the three months ended March 31, 2023 and 2022, the Company had no revenue in the periods of measurement.

Operating Costs and Expenses

Our operating expenses incurred in three months ended March 31, 2023, decreased $43,397 from $299,863 in the three months ended March 31, 2022, to $256,466 for the current period of measurement. The decreases in operating expenses in the current period of measurement is attributable to decreased exploration and mine related costs of $7,737 and decreased general and administrative of $35,660.

The decrease in general and administrative of $35,660 mainly consisted in decreases in the following: legal fees of $9,386, audit fees of $20,645 and travel/lodging costs of $4,309.

Other Income (Expense)

Other expense for the three months ended March 31, 2023, was ($789,633) as compared to expense of ($674,817) for the three months ended March 31, 2022, an increase in other expense of $114,816. The net increase in other expense for the current period of measurement is mainly comprised increases of the following expense components: increase in financing costs on commodity supply agreements of ($109,976) and increased interest expense of ($4,840). The increased interest expense is a result of increased notes payable in our current period of measurement. The financing costs for the commodity supply agreement relate directly to production and the subsequent undelivered refined precious metals due Sandstorm for the period prior to the Company bankruptcy. The liability is adjusted period-to-period based upon the total number of undelivered gold and silver ounces outstanding at the end of the Agreement. The increase in the financing costs in computation for the current period of measurement is driven by the increase in precious metals prices at of the period of measurement.

Operating Results for the Nine Months Ended March 31, 2023 and 2022

Revenues

During the nine months ended March 31, 2023 and 2022, the Company had no revenue in the periods of measurement.

Operating Costs and Expenses

Our operating expenses incurred in the nine months ended March 31, 2023, decreased $291,874 from $1,206,039 for the nine months ended March 31, 2022, to $914,165 for the current period of measurement. The decreases in operating expenses in the current period of measurement is attributable to decreased exploration and mine related costs of $5,494 and decreased general and administrative of $286,380.

The decrease in exploration and mine related costs consist mainly of a decrease in amortization costs of $6,090. The decrease in general and administrative of $286,380 mainly consisted in decreases in the following areas: legal fees of $57,497 costs attributable to warrant and option activity of $224,102 and audit fees of $9,735.

Other Income (Expense)

Other expense for the nine months ended March 31, 2023, was ($1,123,423) as compared to expense of ($1,165,858) for the nine months ended March 31, 2022, a decrease in other expense of $42,435. The net decrease in other expense for the current period of measurement are mainly comprised decreases of the following expense components: decrease in financing costs on commodity supply agreements of $60,459, an increase in recovery of misappropriated funds of $4,779 and increased miscellaneous income of $173. These decreases in expenses were offset by the increase in interest expense of ($22,976). The increased interest expense is a result of increased notes payable in our current fiscal period of measurement. The financing costs for the commodity supply agreement relate directly to production and the subsequent undelivered refined precious metals due Sandstorm for the period prior to the Company bankruptcy. The current period of measurement only includes Sandstorm commodity supply agreement liability that remained on the books after the bankruptcy and the Agreement was terminated in the asset sale to Waterton on February 26, 2016. The remaining liability is adjusted period-to-period based upon the total number of undelivered gold and silver ounces outstanding at the end Agreement. The decrease in the financing costs in computation for the current period of measurement is driven by the decrease in precious metals prices as of the period of measurement.

Liquidity and Capital Resources

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

		March 31,		June 30,
		2023		2022
Working capital deficit	$	(23,938,634)	$	(21,872,755)
Stockholder deficit	$	(19,162,944)	$	(17,533,112)
Current comparable period net income (loss) - nine months	$	(2,037,588)	$	(2,371,897)

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

As of the periods presented in this Form 10-Q filing, the Company was in default debt facility payments, accounts payable and accrued liabilities related to pre-bankruptcy obligations as follows:

		March 31,		June 30,
		2023		2022
Accounts payable and other accrued liabilities	$	3,678,414	$	3,663,249
Amounts due Sandstorm under the Gold Stream Agreement	$	11,115,397	$	10,379,629
Notes payable and accrued interest	$	6,067,844	$	5,736,243

Cash Used in Operating Activities

Net cash used in operational activities for the nine months ended March 31, 2023 and 2022 was $259.7 thousand and $430.0 thousand, respectively a decrease of $170.5 thousand. The net decrease in cash used in the current period of operations was a decrease in our loss of $334.3 thousand for the nine months ended March 31, 2023. This decrease was offset mainly by the decrease in non-cash warrant and option expense of $224.1 thousand; and a net increase of $40.6 thousand in accounts payable and accrued liabilities.

Cash Provided from Investing Activities

The net increase in cash provided in the nine months ended March 31, 2023 of $330,422, mainly is comprised of proceeds from the sale of property received in the Tom Laws litigation of $181.1 thousand and a decreased in payments on mineral properties and purchases of equipment aggregating $153.4 thousand.

Cash Provided from Financing Activities

Cash provided from financing activity for the nine months ended March 31, 2023, decreased $495 thousand from the nine months ended March 31, 2022. The decrease mainly was comprised of decreases of $112 thousand in proceeds from issuances of common stock and

a decrease in proceeds from notes payable of $350 thousand. These decreases were offset by proceeds received from the sale of real estate held for sale.

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.

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 2024 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.

Work with a market maker and submit Form 211 with FINRA and finalize the process to resume trading on the OTCQB.

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 2024 to be as follows:

•

$850 thousand on corporate administration expenses, comprising of executive management and employee salaries, legal, audit, marketing, SEC filings, FINRA related registration costs and other general and administrative expenses.

•

$1.8 million to $2.1 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.

•

$2.1 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.

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

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management 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 March 31, 2023, 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 changes described in Form 10-K filed on October 13, 2022.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act or in other factors that occurred during the period of our evaluation or subsequent to the date we carried out our evaluation, 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.

Mining Company and AZCO are subsidiaries of the Company with nominal assets and all of their commitments, debts and legal proceedings remain. The bankruptcy court set up a trust fund funded by the activities of the Summit mine (main asset sold in bankruptcy proceedings) for five years from reopening of the mine and the trust funds will be distributed by an independent trustee to certain unsecured creditors of record.

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 is currently has been sentenced on the charges which he plead, to 81 months in a federal 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. The Company does not anticipate receiving any additional substantial reimbursement of the remaining expenses that were incurred as a result of Laws malfeasance after the sale of the property received from the court.

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

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to include disclosure under this item.

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

Between January 1, 2023 and March 31, 2023, 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 subscription from an existing accredited investor at $0.05 per share for an aggregate of 1,000,000 shares of the Company’s restricted common stock for a total aggregate consideration of $50,000. There were no subsequent or contemporaneous public offerings of common stock by the Company or other securities. Negotiations for the issuance of the shares took place directly between the investor and the Company.

The issuances of the restricted common shares during the nine months ended March 31, 2023, 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. The cash proceeds were utilized for working capital by the Company. In connection with transaction referenced above, the investor is an existing accredited shareholder within the meaning of Rule 501 of Regulation D, (ii) such investor was acquiring the securities for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (iii) such investor understands that the purchased securities or shares underlying such securities are subject to transfer restrictions under the Securities Act and any applicable state securities laws, (iv) such investor has knowledge and experience in financial and business matters such that such investor is capable of evaluating the merits and risks of an investment in us, and (v) such investor has considered the risk factors contained in SEC filings.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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

ITEM 4. MINE SAFETY 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 March 31, 2023, 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 Executive Officer pursuant to Rule 13a-14a and Rule 15d-14(a)
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

Pursuant 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.

	SANTA FE GOLD CORPORATION
Date: September 6, 2023	By:	/s/ Brian Adair
		Brian Adair
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: September 6, 2023	By:	/s/ Stephen J. Antol
		Stephen J. Antol
		Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)

Santa Fe Gold CORP 10-Q