Gentor Resources Inc. - Exhibit 99.1 - Filed by newsfilecorp.com

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Gentor Resources Inc. - Exhibit 99.1 - Filed by newsfilecorp.com

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

As at and for the three months ended March 31, 2019
(Stated in US dollars)

GENTOR RESOURCES INC.

NOTICE TO READER

These interim condensed consolidated financial statements of Gentor Resources Inc. as at and for the three months ended March 31, 2019 have been prepared by the management of Gentor Resources Inc. The auditors of Gentor Resources Inc. have not audited or reviewed these interim condensed consolidated financial statements.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

INTERIM CONDENSED CONSOLIDATED BALANCE SHEET

(Stated in US dollars and unaudited)

		As at			As at
		March 31, 2019			December 31, 2018


ASSETS
Current
Cash	$	9,760		$	6,054
Due from related parties (note 4)		139,501			156,830
Advances receivable		14,529			14,529
Total current assets		163,790			177,413

Capital assets (note 3)		-			-

Total assets	$	163,790		$	177,413

LIABILITIES
Current
Accounts payable	$	374,710		$	351,877
Accrued liabilities		142,500			120,000
Due to related parties (note 4)		174,328			108,341
Common share purchase warrants liability (Note 5d)		44,524			59,740
Total current liabilities		736,061			639,958

Total liabilities	$	736,061		$	639,958

SHAREHOLDERS' DEFICIENCY
*Authorized*
500,000,000 Common Shares, $0.0008 per share par value (note 5a)
*Issued and outstanding*
33,906,742 Common Shares (December 31, 2018 - 33,906,742) (note 5b)		27,125			27,125
Additional paid-in capital		43,100,920			43,100,920
Deficit accumulated during the exploration stage		(43,700,317	)		(43,590,590	)
Total shareholders' deficiency		(572,271	)		(462,545	)

Total liabilities and shareholders' deficiency	$	163,790		$	177,413

Nature of operations and going concern (note 1)
Commitment and contingency (note 7)
Subsequent event (note 8)
See accompanying notes to the interim condensed consolidated financial statements

GENTOR RESOURCES INC.

(An Exploration Stage Company)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US dollars and unaudited)

		For the three			For the three
		months ended			months ended
		March 31, 2019			March 31, 2018

Expenses
Management and consulting fees	$	1,524		$	27,922
Professional fees		9,958			-
General and administrative expenses		115,670			40,805
Depreciation and amortization		-			64
Net operating loss		(127,152	)		(68,791	)
Other income		61			201
Foreign exchange gain/(loss)		2,148			(117	)
Gain on common share purchase warrants (note 5d)		15,216			212,574
Net (loss) income and comprehensive (loss) income	$	(109,727	)	$	143,868

Net (loss) income per share - basic (note 5e)	$	(0.00	)		0.01
Net (loss) income per share - diluted		N/A			0.01

Weighted average number of shares - basic		33,906,742			21,906,742
Weighted average number of shares - diluted		N/A			26,594,242

See accompanying notes to the interim condensed consolidated financial statements

GENTOR RESOURCES INC.

(An Exploration Stage Company)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US dollars and unaudited)

		For the three			For the three
		months ended			months ended
		March 31,			March 31,
		2019			2018

Operating activities:
Net (loss) income	$	(109,727	)	$	143,868
Adjustments required to reconcile net loss with net cash generated by (utilized in) operating activities
Depreciation and amortization		-			64
Gain on common share purchase warrants (Note 5d)		(15,216	)		(212,574	)
Changes in non-cash working capital balances
Due from related parties		17,329			(3,212	)
Due to related parties		65,987			(98,241	)
Accounts payable		22,833			2,065
Accrued liabilities		22,500			-
Cash generated by (utilized in) operating activities		3,706			(168,030	)

Financing activities:
Loan received		-			120,855
Cash provided by financing activities		-			120,855

Net cash inflow (outflow)		3,706			(47,175	)
Cash, beginning of period		6,054			66,938
Cash, end of period	$	9,760		$	19,763

See accompanying notes to the interim condensed consolidated financial statements

GENTOR RESOURCES INC.

(An Exploration Stage Company)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIENCY

For the three months ended March 31, 2019

(Stated in US dollars and unaudited)

	Number of		Common							Total
	common		shares		Additional		Accumulated			shareholders'
	shares		amount		paid-in capital		deficit			deficiency
Balance at December 31, 2017	21,906,742	$	17,525	$	42,655,469	$	(43,405,980	)	$	(732,986	)
Net income for the period	-		-		-		143,868			143,868
Balance at March 31, 2018	21,906,742	$	17,525	$	42,655,469	$	(43,262,112	)	$	(589,117	)
Net loss for the period	-		-		-		(328,478	)		(328,478	)
Common shares issued (note 5b)	12,000,000		9,600		445,451		-			455,051
Balance at December 31, 2018	33,906,742	$	27,125	$	43,100,920	$	(43,590,590	)	$	(462,544	)
Net loss for the period	-		-		-		(109,727	)		(109,727	)
Balance at March 31, 2019	33,906,742	$	27,125	$	43,100,920	$	(43,700,317	)	$	(572,271	)

See accompanying notes to the interim condensed consolidated financial statements

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

1.	NATURE OF OPERATIONS AND GOING CONCERN

	NATURE OF OPERATIONS

	Gentor Resources Inc. (the “Company”), a Cayman Islands corporation, is an exploration stage corporation formed for the purpose of prospecting and developing mineral properties.

	The business of exploring for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits and to construct mining and processing facilities.

	In November 2017, the Company announced that it intended to dispose of its subsidiary which held the Karaburun project (which was the Company’s only project). The Company relinquished the Karaburun project and discontinued operations in Turkey effective at the end of 2017, and is evaluating new business opportunities.

	GOING CONCERN

	These interim condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three months ended March 31, 2019 the Company had a net loss of $109,727 (three months ended March 31, 2018 – net income of $143,868). The Company also had a deficit accumulated during the exploration stage of $43,700,317 as at March 31, 2019 (December 31, 2018 – $43,590,590), and a working capital deficiency of $572,271 as at March 31, 2019 (December 31, 2018 – $462,545).

	The Company intends to fund operations through equity financing arrangements. Such financings may be insufficient to fund its ongoing working capital and other cash requirements. The Company’s continued existence is dependent upon it emerging from the exploration stage, obtaining additional financing to continue operations, exploring and developing mineral properties and the discovery, development and sale of ore reserves.

	These circumstances represent material uncertainties which cast substantial doubt on the Company’s ability to continue on a going concern basis. These interim condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Such adjustments may be material.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	These interim condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (``US GAAP``).

a)	BASIS OF CONSOLIDATION

	The Company’s interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Gentor International Limited (“Gentor International”). Gentor International was incorporated on December 12, 2011 under the laws of the British Virgin Islands. Intercompany balances and transactions have been eliminated in preparing the interim condensed consolidated financial statements.

b)	MINERAL PROPERTIES AND EXPLORATION COSTS

	Exploration costs pertaining to mineral properties with no proven reserves are charged to operations as incurred. When it is determined that mineral properties can be economically developed as a result of establishing proven and probable reserves, costs incurred to develop such properties are capitalized. Such costs will be depreciated using the units-of-production method over the estimated life of the proven and probable reserves. The Company is in the exploration stage and has not yet realized any revenue from operations. All exploration expenditures have been expensed as incurred.

c)	CAPITAL ASSETS

	Capital assets are recorded at cost less accumulated depreciation. Depreciation and amortization has been recorded as follows:

Office equipment	-	Straight line basis over four years

Leasehold improvements	-	Straight line basis over five years

d)	ASSET IMPAIRMENT

	The Company monitors events and changes in circumstances, which may require an assessment of the recoverability of its long-lived assets. If required, the Company would assess recoverability using estimated undiscounted future operating cash flows of the related asset or asset grouping. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the carrying amount of an asset is not recoverable, an impairment loss is recognized in operations, measured by comparing the carrying amount of the asset to its fair value. No impairment losses were recorded during the three months ended March 31, 2019 and 2018.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

e)	ASSET RETIREMENT OBLIGATIONS

	The fair value of the liability of an asset retirement obligation is recorded when it is incurred and the corresponding increase to the asset is depreciated over the estimated life of the asset. The liability is 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 asset retirement obligation. The Company has not identified or recorded any asset retirement obligations on its balance sheet as at March 31, 2019 and December 31, 2018.

f)	STOCK-BASED COMPENSATION

	The Company has a stock option plan, which is described in note 5(c). The Company uses the fair value method of accounting for stock options granted to directors, officers and employees whereby the fair value of options granted measured at the grant date is recorded as a compensation expense in the financial statements on a straight line basis over the requisite employee service period (usually the vesting period). Compensation expense on stock options granted to non-employees is measured at the earlier of the completion of performance and the date the options are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received. Any consideration paid by directors, officers, employees and consultants on exercise of stock options or purchase of shares is credited to capital stock. Shares are issued from treasury upon the exercise of stock options. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the three months ended March 31, 2019 and 2018, and for the year ended December 31, 2018, the Company estimated that all options previously granted will vest. As the stock options are exercisable in Canadian dollars, and the Company’s shares trade on a Canadian exchange, stock options are determined to be equity instruments.

g)	CASH

	Cash consists of bank balances. The Company maintains cash in bank deposit accounts in Canada that at times may exceed Canadian federally insured limits. The Company has not experienced any losses in such accounts.

h)	FOREIGN EXCHANGE

	The Company’s functional and reporting currency is United States dollars. The functional currency of the foreign operations is United States dollars. Amounts in other than the functional currency are translated as follows: monetary assets and liabilities are translated at the spot rates of exchange in effect at the end of the period; non-monetary items are translated at historical exchange rates in effect on the dates of the transactions. Revenues and expense items are translated at average rates of exchange in effect during the period, except for depreciation, which is translated at its corresponding historical rate. Realized and unrealized exchange gains and losses are included in the interim condensed consolidated statements of operations.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

i)	USE OF ESTIMATES

	The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from management's best estimates as additional information becomes available in the future. The Company bases its estimates and assumptions on historical experience, current facts, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Significant estimates and assumptions include those related to estimation of deferred income taxes, tax loss recoverability and fair value estimates for stock options and common share purchase warrants.

j)	FAIR VALUE OF FINANCIAL INSTRUMENTS

	Financial Instruments

	The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to- maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.

	Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in any net (loss) income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in operations.

	Fair Value

	The Company follows “Accounting Standards Codification” ASC 820-10 Fair Value Measurements and Disclosures for its financial assets and financial liabilities that are re-measured and reported at fair value at each reporting period.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

	Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable in the market such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity. For the three months ended March 31, 2019 and 2018, and for the year ended December 31, 2018, common share purchase warrants denominated in Canadian dollars have been recognized as fair value derivative instruments.

	Derivative Financial Instruments

	The Company reviews the terms of its equity instruments and other financing arrangements to determine whether or not there are embedded derivative instruments that are required to be 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 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 profit or loss. For warrant-based derivative financial instruments, the Company uses the Black-Scholes option pricing model to estimate fair value of the derivative instruments. For more complex derivative financial instruments, the Company uses acceptable pricing models to estimate fair value of the derivative instrument.

	The classification of derivative instruments, including whether or not 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 net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

k)	INCOME TAXES

	Deferred income taxes are reported for temporary differences between items of income or expense reported in the financial statements and those reported for income tax purposes, which require the use of the asset / liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, and for the tax loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred taxes for the estimated future tax effects attributable to deductible temporary differences and loss carryforwards when realization is more likely than not. The deferred taxes for the Company amount to nil at the balance sheet dates.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

	ASC 740, “Income Taxes” requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not of being sustained upon examination and on the technical merits of the position. The Company does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.

l)	LOSS (INCOME) PER SHARE

	Basic loss (income) per share calculations are based on the weighted-average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated using the treasury method. The treasury method assumes that outstanding stock options and warrants with an average exercise price below market price of the underlying shares are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price of the common shares for the period.

m)	DISCONTINUED OPERATIONS

	A discontinued operation is a component of the Company’s business, the operations and cash flows of which can be clearly distinguished from the rest of the operations. It represents a separate line of business or geographic area of operation that the Company has sold or made a plan to sell.

	When an operation is classified as a discontinued operation, the Company’s comparative interim condensed consolidated financial statements must be represented as if the operation had been discontinued from the start of the comparative period and shown on the balance sheet as assets and liabilities held for sale. The Company relinquished the Karaburun project and discontinued operations in Turkey effective at the end of 2017.

n)	ACCOUNTING CHANGES

	During 2019, the Company adopted Accounting Standard Update (“ASU”) 2018-07 “Compensation— Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting”. The adoption of this ASU did not have any material impact on the Company’s interim condensed consolidated financial statements.

o)	ACCOUNTING PRONOUNCEMENTS NOT YET EFFECTIVE

	Certain new standards, interpretations, amendments and improvements to existing standards were issued that are mandatory for accounting periods beginning on or after January 1, 2019. For the three month-period ended March 31, 2019, there were no updates that are applicable or are consequential to the Company.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

3.	CAPITAL ASSETS

December 31, 2018				Accumulated		Net Book
		Cost		Depreciation		Value

Office Equipment	$	45,566	$	(45,566	)	-
Leasehold improvements		440,329		(440,329	)	-
	$	485,895	$	(485,895	)	-

March 31, 2019				Accumulated		Net Book
		Cost		Depreciation		Value

Office Equipment	$	45,566	$	(45,566	)	-
Leasehold improvements		440,329		(440,329	)	-
	$	485,895	$	(485,895	)	-

4.	RELATED PARTY TRANSACTIONS

	As of March 31, 2019, an amount of $163,843 (December 31, 2018 - $97,856) was owed to Arnold Kondrat, a director, Chief Executive Officer and President of the Company, which includes salary and fees in arrears and advances.

	As of March 31, 2019, an amount of $10,485 (December 31, 2018 – $10,485) was owed to Kuuhubb Inc., a company with a common director, for the payment of general and administrative expenses by Kuuhubb.

	As of March 31, 2019, an amount of $139,501 (December 31, 2018 - $156,830) was owed by Loncor Resources Inc., a company with common directors, for the payment of general and administrative expenses by the Company.

	All of the above related party transactions are in the normal course of operations and are unsecured, non-interest bearing, due on demand, and measured at the exchange amount as determined by management.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

5.	SHARE CAPITAL

a)	Authorized Share Capital

	The authorized share capital of the Company consists of 500,000,000 common shares with a par value of $0.0008 per share. Each common share entitles the holder to one vote and no holder of the common shares shall be entitled to any right of cumulative voting.

b)	Issued Share Capital

	In June 2018, the Company closed a non-brokered private placement of 8,000,000 common shares of the Company at a price of Cdn$0.05 per share for gross proceeds of Cdn$400,000 (US $301,500). Mr. Arnold T. Kondrat (who is Chief Executive Officer, President and a director of the Company) purchased all of the said shares.

	In October 2018, the Company closed a non-brokered private placement of 4,000,000 common shares of the Company at a price of Cdn$0.05 per share for gross proceeds of Cdn$200,000 (US $153,551). Directors and officers of the Company purchased 3,075,000 of the said shares.

	As of March 31, 2019, the Company had outstanding 33,906,742 (December 31, 2018 – 33,906,742) common shares.

c)	Stock-Based Compensation

	On December 14, 2011, the Company established a new stock option plan (the “Plan”). In establishing the Plan, the Company’s board of directors also provided that no additional awards will be made under the Company’s 2010 Performance and Equity Incentive Plan (the “2010 Plan”) and terminated the 2010 Plan effective upon the exercise, expiry, termination or cancellation of all of the outstanding stock options that were granted under the 2010 Plan. Stock options may be granted under the Plan from time to time by the board of directors of the Company to such directors, officers, employees and consultants of the Company or a subsidiary of the Company, and in such numbers, as are determined by the board at the time of the granting of the stock options. The total number of common shares of the Company issuable upon the exercise of all outstanding stock options granted under the Plan shall not at any time exceed 10% of the total number of outstanding common shares, from time to time. The exercise price of each stock option granted under the Plan shall be determined in the discretion of the board of directors of the Company at the time of the granting of the stock option, provided that the exercise price shall not be lower than the last closing price of the Company’s common shares on the TSX Venture Exchange prior to the date the stock option is granted.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

On May 23, 2014, 210,000 stock options were granted under the Plan. Each such stock option entitles the holder to purchase one common share of the Company at a purchase price of $1.12 (Cdn$1.20) for a period of 5 years. The options vested at a rate of 25% on each six-month anniversary of the grant date.

The following table summarizes the stock option information for the three months ended March 31, 2019:

					Weighted
			Weighted		average
			average	Weighted	remaining
	Number of		exercise	average fair	contractual
	options		price ($Cdn)	value ($Cdn)	life (in years)
Closing Balance, December 31, 2017	156,250		1.20	0.48	1.39
Forfeited	(62,500	)	1.20	0.48
Closing Balance, December 31, 2018	93,750		1.20	0.48	0.39
Closing Balance, March 31, 2019	93,750		1.20	0.48	0.14

The Black-Scholes option-pricing model was used to estimate values of all stock options granted based on the following assumptions for the options granted in 2014:

	(i)	Risk-free interest rate: 1.57%, which is based on the Bank of Canada benchmark bonds, average yield 5 year rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options
	(ii)	Expected volatility: 102.04%, which is based on the Company’s historical stock prices
	(iii)	Expected life: 5 years
	(iv)	Expected dividends: $Nil

d)	Canadian Dollar Common Share Purchase Warrants

	In November 2018, the Company issued 5,000,000 common hsares purchase warrants entitled the holder of each warrant to purchase one common share of the Company at the price of $0.075 per common share, for a period of two years.

	As at March 31, 2019, the Company had outstanding and exercisable Canadian dollar common share purchase warrants entitling the holders to purchase a total of 5,000,000 common shares of the Company (December 31, 2018 – 5,000,000), as set out in the following table:

	Number of		Fair value on		Fair value as at		Fair value as at		Gain on
Issue date	warrants		issuance		December 31, 2018		March 31, 2019		derivatives
November 13, 2017	5,000,000	$	334,109	$	59,740	$	44,524	$	15,216

(1) The exercise price for the Canadian dollar common share purchase warrants is Cdn $0.075 for one share and converted at day of issue. These warrants expire in November 2019.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

As of March 31, 2019, the weighted average fair value per Canadian dollar common share purchase warrants was $0.02.

The Black-Scholes option-pricing model was used to estimate the fair value of the common share purchase warrants using the following assumptions:

	(i)	Risk-free interest rate: 1.59%, which is based on the Bank of Canada benchmark bonds with 2 years maturity
	(ii)	Expected volatility: 88%, which is based on the Company’s historical stock prices
	(iii)	Expected life: 0.62 years
	(iv)	Expected dividends: $nil

e)	(Loss) Income Per Share

	Basic (loss) income per share was calculated on the basis of the weighted average number of common shares outstanding for the three months ended March 31, 2019, amounting to 33,906,742 common shares (three months ended March 31, 2018 – 21,906,742). Diluted income per share for the three months ended March 31, 2018 was calculated on the basis of the diluted weighted average number of common shares outstanding of 26,594,242 common shares.

6.	FINANCIAL RISK MANAGEMENT

a)	FOREIGN CURRENCY RISK

	Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Canadian dollars. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign currency gains or losses are reflected as a separate component in the interim condensed consolidated statement of operations. The Company has not used derivative instruments to reduce its exposure to foreign currency risk.

	The following table indicates the impact of foreign currency risk on net working capital as at March 31, 2019. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Canadian dollar as identified which would have increased (decreased) the Company’s net income (loss) by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Canadian dollar would have had an equal but opposite effect as at March 31, 2019.

GENTOR RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars and unaudited)

As at and for the three months ended March 31, 2019

		Canadian
		Dollars
Cash	$	12,336
Accounts payable		(137,699	)
Total foreign currency working capital		(125,363	)
US$ exchange rate at March 31, 2019		0.7483
Total foreign currency net working capital in US$		(93,809	)
*Impact of a 10% strengthening of the US$ on net loss*		(9,381	)

b)	MARKET RISK

	Market risk is the potential for financial loss from adverse changes in underlying market factors, including foreign-exchange rates, commodity prices and stock based compensation costs.

c)	DISCLOSURES OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

	At March 31,2019 and December 31, 2018, the carrying values of the Company’s cash, due from related parties, advances receivables, accounts payable, due to related parties and accrued liabilities approximate fair value.

7.	ENVIRONMENTAL CONTINGENCY

	Any exploration and evaluation activities by the Company are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its activities are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

8.	SUBSEQUENT EVENT

	On May 8, 2019 the Company closed a non-brokered private placement of 5,000,000 common shares of the Company at a price of Cdn$0.05 per share for gross proceeds of Cdn$250,000. Arnold Kondrat, who is Chief Executive Officer, President and a director of the Company, purchased 3,000,000 of the said shares.