0001062993-19-004640.txt : 20191203 0001062993-19-004640.hdr.sgml : 20191203 20191203154354 ACCESSION NUMBER: 0001062993-19-004640 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20191126 FILED AS OF DATE: 20191203 DATE AS OF CHANGE: 20191203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENTOR RESOURCES INC. CENTRAL INDEX KEY: 0001346917 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 202679777 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-130386 FILM NUMBER: 191265762 BUSINESS ADDRESS: STREET 1: FIRST CANADIAN PLACE, SUITE 7070 STREET 2: 100 KING STREET WEST CITY: TORONTO STATE: A6 ZIP: M5X 1E3 BUSINESS PHONE: 416-366-2221 MAIL ADDRESS: STREET 1: FIRST CANADIAN PLACE, SUITE 7070 STREET 2: 100 KING STREET WEST CITY: TORONTO STATE: A6 ZIP: M5X 1E3 FORMER COMPANY: FORMER CONFORMED NAME: GENTOR RESOURCES, INC. DATE OF NAME CHANGE: 20100518 FORMER COMPANY: FORMER CONFORMED NAME: Gentor Resources, Inc. DATE OF NAME CHANGE: 20051214 6-K 1 form6k.htm FORM 6-K Gentor Resources Inc.: Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2019.

Commission File Number: 333-130386



GENTOR RESOURCES INC.
(Exact Name of Registrant as Specified in Charter)

1 FIRST CANADIAN PLACE, SUITE 7070

100 KING STREET WEST,

TORONTO, ONTARIO, M5X 1E3, CANADA
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F [X]    Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


SIGNATURE

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.

 

GENTOR RESOURCES INC.

 

(Registrant)

 

 

 

Date: Decemeber 3, 2019

By:

/s/ Donat K. Madilo

 

Name:

Donat K. Madilo

 

Title:

Chief Financial Officer



EXHIBIT INDEX

99.1

Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2019

99.2

Interim Management's Discussion and Analysis for the third quarter ended September 30, 2019

99.3

Certification of Chief Executive Officer

99.4

Certification of Chief Financial Officer



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


GENTOR RESOURCES INC.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

As at and for the three and nine months ended September 30, 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 and nine months ended September 30, 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.

2



GENTOR RESOURCES INC.
(An Exploration Stage Company)
INTERIM CONDENSED CONSOLIDATED BALANCE SHEET
(Stated in US dollars and unaudited)

    As at     As at  
    September 30,     December 31, 2018  
    2019        
             
ASSETS            
Current            
     Cash $  31,469   $  6,054  
     Accounts receivable (note 4)   105,318     -  
     Short-term investments (note 4)   26,022     -  
     Due from related parties (note 5)   83,758     156,830  
     Advances receivable   16,282     14,529  
Total current assets   262,849     177,413  
             
Capital assets (note 3)   -     -  
             
Total assets $  262,849   $  177,413  
             
LIABILITIES            
Current            
     Accounts payable $  333,344   $  351,877  
     Accrued liabilities   120,000     120,000  
     Due to related parties (note 5)   208,640     108,341  
     Common share purchase warrants liability (Note 6d)   -     59,740  
Total current liabilities   661,984     639,958  
             
Total liabilities $  661,984   $  639,958  
             
SHAREHOLDERS' DEFICIENCY            
Authorized            
500,000,000 Common Shares, $0.0008 per share par value (note 6a)            
Issued and outstanding            
38,906,742 Common Shares (December 31, 2018 - 33,906,742) (note 6b)   31,125     27,125  
Additional paid-in capital   43,292,200     43,100,920  
Deficit accumulated during the exploration stage   (43,722,460 )   (43,590,590 )
Total shareholders' deficiency   (399,135 )   (462,545 )
             
Total liabilities and shareholders' deficiency $  262,849   $  177,413  

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

3



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     For the nine     For the nine  
    months ended     months ended     months ended     months ended  
    September 30,     September 30,     September 30,     September 30,  
    2019     2018     2019     2018  
                         
Expenses                        
           Management and consulting fees $  15,486   $  27,608   $  52,396   $  84,031  
           Professional fees   12,174     813     33,001     1,686  
           General and administrative expenses   73,791     39,962     283,969     121,198  
           Stock-based compensation expense (note 6c)   6,193     -     8,155     -  
           Depreciation and amortization   -     64     -     189  
Net operating loss   (107,644 )   (68,447 )   (377,521 )   (207,104 )
           Interest income   213     296     377     544  
           Foreign exchange gain   5,149     16,167     4,194     2,602  
           Gain on common share purchase warrants (note 6d)   26,744     51,900     59,740     249,117  
Net (loss) income and comprehensive (loss) income before discontinued operations   (75,538 )   (84 )   (313,210 )   45,159  
           Gain on discontinued operation (note 4)   181,340     -     181,340     -  
Net income (loss) and comprehensive income (loss) $  105,802   $  (84 ) $  (131,870 ) $  45,159  
                         
Net income (loss) per share - basic (note 6e) $  0.00   $  (0.00 ) $  (0.00 ) $  0.00  
Net income (loss) per share - diluted $  0.00   $  0.00   $  0.00   $  0.00  
                         
Weighted average number of shares - basic   38,906,742     29,906,742     36,562,420     25,980,002  
Weighted average number of shares - diluted   38,906,742     29,906,742     36,562,420     25,980,002  

See accompanying notes to the interim condensed consolidated financial statements

4



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     For the nine     For the nine  
    months ended     months ended     months ended     months ended  
    September 30,     September 30,     September 30,     September 30,  
    2019     2018     2019     2018  
                         
Operating activities:                        
           Net income (loss) $  105,802   $  (84 ) $  (131,870 ) $  45,159  
Adjustments required to reconcile net income (loss) with net cash utilized in operating activities                
           Depreciation and amortization   -     64     -     189  
           Stock-based compensation expense (note 6c)   6,193     -     8,155     -  
           Gain on disposal of discontinued operation (note 4)   (181,340 )   -     (181,340 )   -  
           Gain on common share purchase warrants (Note 6d)   (26,744 )   (51,900 )   (59,740 )   (249,117 )
Changes in non-cash working capital balances                        
           Due from related parties   30,925     -     73,072     (11,505 )
           Due to related parties   100,299     -     100,299     -  
           Advances receivable   -     (14,529 )   (1,753 )   (14,529 )
           Accounts payable   (14,087 )   (41,210 )   (18,533 )   (6,950 )
           Accrued liabilities   -     -     -     (31,142 )
Cash provided by (utilized in) operating activities   21,048     (107,659 )   (211,710 )   (267,895 )
                         
Financing activities:                        
           Deferred consideration from discontinued operation (note 4)   50,000     -     50,000     -  
           Proceeds from common shares issued (note 6b)   -     -     187,125     301,500  
           Loan received   -     5,290     -     127,000  
Cash provided by financing activities   50,000     5,290     237,125     428,500  
                         
Net cash inflow (outflow)   71,048     (102,369 )   25,415     160,605  
Cash, beginning of period   (39,579 )   329,912     6,054     66,938  
Cash, end of period $  31,469   $  227,543   $  31,469   $  227,543  

See accompanying notes to the interim condensed consolidated financial statements

5



GENTOR RESOURCES INC.
 
 
 
(An Exploration Stage Company)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIENCY
For the nine months ended September 30, 2019
(Stated in US dollars and unaudited)

    Number of     Common                 Total  
    common     shares     Additional paid-      Accumulated      shareholders'  
    shares     amount     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   -     -     -     45,159     45,159  
Common shares issued (note 6b)   8,000,000     6,400     295,100     -     301,500  
Balance at September 30, 2018   29,906,742   $  23,925   $  42,950,569   $  (43,360,821 ) $  (386,327 )
Net loss for the period   -     -     -     (229,769 )   (229,769 )
Common shares issued (note 6b)   4,000,000     3,200     150,351     -     153,551  
Balance at December 31, 2018   33,906,742   $  27,125   $  43,100,920   $  (43,590,590 ) $  (462,545 )
Net loss for the period   -     -     -     (131,870 )   (131,870 )
Stock-based compensation expense (note 6c)   -     -     8,155     -     8,155  
Common shares issued (note 6b)   5,000,000     4,000     183,125     -     187,125  
Balance at September 30, 2019   38,906,742   $  31,125   $  43,292,200   $  (43,722,460 ) $  (399,135 )

See accompanying notes to the interim condensed consolidated financial statements

6



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 and nine months ended September 30, 2019

1.

NATURE OF OPERATIONS AND GOING CONCERN

   

NATURE OF OPERATIONS

   

Gentor Resources Inc. (the "Company" or "Gentor"), 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 and nine months ended September 30, 2019 the Company had a net income of $105,802 and a net loss of $131,870 respectively (three and nine months ended September 30, 2018 – net loss of $84 and net income of $45,159 respectively). The Company also had a deficit accumulated during the exploration stage of $43,722,460 as at September 30, 2019 (December 31, 2018 – $43,590,590), and a working capital deficiency of $399,135 as at September 30, 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.

7



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 and nine months ended September 30, 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 or reversals of previously recognized impairment losses were recorded during the three and nine months ended September 30, 2019.

8



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 and nine months ended September 30, 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 September 30, 2019.

     
  f)

STOCK-BASED COMPENSATION

     
 

The Company has a stock option plan, which is described in note 6(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 nine months ended September 30, 2019, 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 any 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.

9



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 and nine months ended September 30, 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.

     
 

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 nine months ended September 30, 2019, and for the year ended December 31, 2018, common share purchase warrants denominated in Canadian dollars have been recognized as fair value derivative instruments.

10



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 and nine months ended September 30, 2019

 

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.

11



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 and nine months ended September 30, 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)

INCOME (LOSS) PER SHARE

     
 

Basic income (loss) 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 nine- month period ended September 30, 2019, there were no updates that are applicable or are consequential to the Company.

12



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 and nine months ended September 30, 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 )   -  

  September 30, 2019         Accumulated     Net Book  
      Cost     Depreciation     Value  
                     
  Office Equipment $  45,566   $  (45,566 )   -  
  Leasehold improvements   440,329     (440,329 )   -  
    $  485,895   $  (485,895 )   -  

4.

ACCOUNTS RECEIVABLE AND SHORT-TERM INVESTMENTS

   

In June 2019, the Company entered into a settlement agreement (the "Settlement Agreement") with Savannah Resources plc ("Savannah") relating to the deferred consideration payable to Gentor pursuant to the terms of the sale by Gentor to Savannah in July 2014 of Gentor’s properties in Oman (the " Oman Sale"). Savannah is an AIM-listed resource development company.

   

The consideration for the Oman Sale was comprised of a cash payment of $800,000, which was paid to the Company on closing, and the following deferred consideration (the "Deferred Consideration"): (a ) $1,000,000, payable to Gentor upon a formal final investment decision being made for the development of the Block 5 license (one of the sold properties) in Oman; (b) $1,000,000, payable to Gentor upon the production of the first saleable concentrate or saleable product from ore derived from the Block 5 license in Oman; and (c) $1,000,000, payable to Gentor within six months of the payment referred to in (b) above. The Deferred Consideration remained outstanding as the related milestones as set out in (a), (b) and (c) were not achieved.

   

Under the Settlement Agreement, Gentor and Savannah agreed to fully settle the Deferred Consideration in exchange for (i) the payment to Gentor by Savannah of $100,000 (with $50,000 being payable 30 days from the date of the Settlement Agreement and $50,000 being payable six months from the date of the Settlement Agreement), and (b) the issuance to Gentor by Savannah of $200,000 worth of Savannah shares (being 3,008,025 shares) (the "Savannah Shares"). During the nine month period ended September 30, 2019, the Company recorded a net Deferred Consideration gain of $181,340 which included the sale of 2,000,000 Savannah Shares. The remaining 1,008,025 Savannah Shares are accounted for as short term investment valued at $26,022 (December 31, 2018 – Snil).

13



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 and nine months ended September 30, 2019

As at September 30, 2019, the balance of $105,318 in Accounts Receivable includes $50,000 related to the Deferred Consideration under the Settlement Agreement due to the Company from Savannah and $55,318 due from a third party in relation to the sale of 2,000,000 Savannah Shares.

   
5.

RELATED PARTY TRANSACTIONS

   

As of September 30, 2019, an amount of $198,155 (December 31, 2018 - $97,856) was owed to Mr. Arnold T. Kondrat ("Mr. Kondrat"), a director, Chief Executive Officer and President of the Company, which includes salary and fees in arrears and advances.

   

As of September 30, 2019, an amount of $10,485 (December 31, 2018 – $10,485) was owed to Kuuhubb Inc., a company with a common director until March 2019, for the payment of general and administrative expenses by Kuuhubb.

   

As of September 30, 2019, an amount of $83,758 (December 31, 2018 - $156,830) was owed to the Company 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.

   
6.

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. Kondrat 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.

14



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 and nine months ended September 30, 2019

 

In May 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 (US $187,125). Mr Kondrat purchased 3,000,000 of the said shares.

     
 

As of September 30, 2019, the Company had outstanding 38,906,742 (December 31, 2018 – 33,906,742) common shares.

     
  c)

Stock-Based Compensation

     

The Company has a stock option plan (the "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.

     
 

In June 2019, 1,000,000 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 $0.05 (Cdn$0.065) for a period of 5 years. The options will vest on the four month anniversary of the grant date.

     
 

In July 2019, 40,000 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 $0.05 (Cdn$0.065) for a period of 5 years. The options will vest on the four month anniversary of the grant date.

     
 

The following table summarizes the stock option information for the nine months ended September 30, 2019:


                        Weighted  
            Weighted     Weighted     average  
            average     average fair     remaining  
      Number of     exercise     value     contractual  
      options     price ($Cdn)     ($Cdn)     life (in years)  
  Closing Balance, December 31, 2017   156,250     1.200     0.480     1.389  
  Forfeited   (62,500 )   1.200     0.480        
  Closing Balance, December 31, 2018   93,750     1.200     0.480     0.389  
  Expired   (93,750 )   1.200     0.480        
  Granted   1,040,000     0.065     0.011     4.550  
  Closing Balance, September 30, 2019   1,040,000     0.065     0.011     4.550  

15



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 and nine months ended September 30, 2019

 

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 June and July 2019:

     
  (i)

Risk-free interest rates: 1.47% - 1.58%, which are based on the Bank of Canada benchmark bonds, average yield 2-year rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options

  (ii)

Expected volatility: 68.23%, which is based on the Company’s historical stock prices

  (iii)

Expected life: 5 years

  (iv)

Expected dividends: $Nil

     
 

The Company recorded a stock-based compensation expense of $6,193 and $8,155 respectively, for the three and nine months ended September 30, 2019 ($nil and $nil respectively, for the three and nine months ended September 30, 2018).


  d)

Canadian Dollar Common Share Purchase Warrants

     
 

In November 2017, the Company issued 5,000,000 common share purchase warrants which 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 September 30, 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     September 30, 2019     derivatives  
  November 13, 2017   5,000,000   $  334,109   $  59,740   $  -   $  59,740  

(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.

As of September 30, 2019, the weighted average fair value per Canadian dollar common share purchase warrants was $0.00.

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: 1.58%, which is based on the Bank of Canada benchmark bonds with 2 years maturity

  (ii)

Expected volatility: 46%, which is based on the Company’s historical stock prices

  (iii)

Expected life: 0.12 years

  (iv)

Expected dividends: $nil

16



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 and nine months ended September 30, 2019

  e)

Income (Loss) Per Share

     
 

Basic income (loss) per share was calculated on the basis of the weighted average number of common shares outstanding for the three and nine months ended September 30, 2019, amounting to 38,906,742 and 36,562,420 common shares (three and nine months ended September 30, 2018 – 29,906,742 and 25,980,002 common shares, respectively). Diluted income per share for the nine months ended September 30, 2018 was calculated on the basis of the diluted weighted average number of common shares outstanding of 25,980,002 common shares.


7.

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 September 30, 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 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 September 30, 2019.


      Canadian  
      Dollars  
  Cash $  29,485  
  Accounts payable   (86,020 )
  Total foreign currency working capital   (56,535 )
  US$ exchange rate at September 30, 2019   0.7551  
  Total foreign currency net working capital in US$   (42,690 )
  Impact of a 10% strengthening of the US$ on net loss   (4,269 )

  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.

17



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 and nine months ended September 30, 2019

  c)

DISCLOSURES OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

     
 

At September 30, 2019 and December 31, 2018, the carrying values of the Company’s cash, accounts receivable, short term investments, due from related parties, advances receivable, accounts payable, due to related parties and accrued liabilities approximate fair value.


8.

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.

18


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Gentor Resources Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

GENTOR RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THIRD QUARTER OF 2019

The following management’s discussion and analysis ("MD&A"), which is dated as of November 26, 2019, provides a review of the activities, results of operations and financial condition of Gentor Resources Inc. (the "Company" or "Gentor") as at and for the three and nine month periods ended September 30, 2019. This MD&A should be read in conjunction with the unaudited interim condensed consolidated financial statements as at and for the three and nine month periods ended September 30, 2019 (the "interim financial statements") together with the audited consolidated financial statements of the Company as at and for the year ended December 31, 2018 (the "Annual Financial Statements"). As the Company’s interim financial statements are prepared in United States dollars, all dollar amounts in this MD&A are expressed in United States dollars unless otherwise specified. Additional information relating to the Company, including the Company’s annual report on Form 20-F, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Forward-Looking Statements

The following MD&A contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding future plans and objectives of the Company) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: having relinquished its only project (the Karaburun project in Turkey) effective at the end of 2017, the Company currently does not have any commercial operations and has no material assets; while the Company is currently evaluating new business opportunities, the Company has only limited funds with which to identify and evaluate a potential asset or business for acquisition or participation, and no assurance can be given that a suitable asset or business will be identified and acquired on suitable terms; uncertainties relating to the availability and costs of financing in the future; changes in equity markets; the Company's history of losses and expectation of future losses; and the other risks disclosed under the heading "Risk Factors" in the Company’s annual report on Form 20-F.

1


Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

General

As described in the going concern note to the interim financial statements, the Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its 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. Thus, management uses its judgment in determining whether the Company is able to continue as a going concern. See also the "Liquidity and Capital Resources" section of this MD&A and the going concern note (note 1) in the interim financial statements.

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

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 ("Mr. 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.

In May 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 (US$187,125). Mr. Kondrat purchased 3,000,000 of the said shares.

In June 2019, the Company entered into a settlement agreement (the "Settlement Agreement") with Savannah Resources plc ("Savannah") relating to the deferred consideration payable to Gentor pursuant to the terms of the sale by Gentor to Savannah in July 2014 of the Company’s properties in Oman (see Gentor’s press release dated June 20, 2019 for a description of the said deferred consideration). Savannah is an AIM-listed resource development company. Under the Settlement Agreement, the Company and Savannah agreed to fully settle the said deferred consideration in exchange for (a) the payment by Savannah to the Company of $100,000 (with $50,000 being payable 30 days from the date of signing the Settlement Agreement and $50,000 being payable six months from the date of signing the Settlement Agreement), and (b) the issuance to the Company by Savannah of $200,000 worth of Savannah shares (being 3,008,025 shares). Such shares are subject to a six-month orderly market restriction.

2


Results of Operations

For the three and nine months ended September 30, 2019, the Company had net income of $105,802 ($0.00 per share) and a net loss of $131,870 ($0.00 per share), respectively, as compared to a net loss of $84 ($0.00 per share) and net income of $45,159 ($0.00 per share) during the respective three and nine months ended September 30, 2018. During the three and nine months ended September 30, 2019, variances in expenses occurred in the expense categories described below as compared to the corresponding periods in 2018.

Management and consulting fees
From January 1, 2019, the Company has recorded a salary expense instead of management fees for services rendered by Mr. Kondrat (see employee benefits below). Accordingly, the Company did not incur any management fees during the three and the nine months ended September 30, 2019 compared to $27,608 and $84,031 incurred during the respective three and nine-month periods ended September 30, 2018. Consulting fees increased to $15,486 and $52,396 during the three and nine months ended September 30, 2019 compared to $nil for both corresponding periods in 2018. The increase in consulting fees was mainly due to the Company’s efforts to seek and evaluate new business opportunities.

Professional fees
Professional fees increased to $12,174 and $33,001 during the respective three and nine months ended September 30, 2019, compared to $813 and $1,686 incurred during the three and nine month periods in 2018. The higher costs in the three and nine month periods ended September 30, 2019 as compared to the corresponding periods of 2018 were mainly due to higher legal fees.

General and administrative expenses
General and administrative expenses increased to $73,791 and $283,969 during the respective three and nine months ended September 30, 2019 compared to $39,962 and $121,198 incurred during the respective corresponding periods in 2018. The expense items listed below are included in general and administrative expenses:

Travel expense
The Company incurred travel expenses of $nil and $5,912 during the respective three and nine months ended September 30, 2019, compared to $1,124 and $1,922 during the corresponding periods in 2018. The increase in travel expenses is a result of increased promotional activity for the Company during the second quarter of 2019.

Employee benefits
The Company’s employee benefits expense increased to $47,123 and $166,989 during the respective three and nine months ended September 30, 2019, compared to $7,848 and $23,794 incurred during the corresponding periods in 2018 due to increased personnel being paid out of the Toronto office.

Other
Other general and administrative expenses incurred during the three and nine months ended September 30, 2019 include shareholder information expenses of $23 and $35,238 respectively (three and nine months ended September 30, 2018 – $12,973 and $35,029 respectively). Such expenses also include rent expense of $25,834 and $61,895 for the three and nine months ended September 30, 2019 respectively ($8,464 and $41,720, respectively for the three and nine months ended September 30, 2018); as well as other office expenses of $810 and $13,936 respectively for the three and nine months ended September 30, 2019 (three and nine months ended September 30, 2018 – $9,552 and $18,723 respectively).

3


Stock-based compensation expense
Stock-based compensation expense was $6,193 and $8,155, respectively, for the three and nine months ended September 30, 2019 ($nil and $nil respectively, for the three and nine months ended September 30, 2018) due to the expense recorded on the stock options issued in 2019.

Canadian dollar common share purchase warrants
Canadian dollar common share purchase warrants incurred a gain of $26,744 and $59,740 during the respective three and nine months ended September 30, 2019 compared to a gain of $51,900 and $249,117 during the respective three and nine months ended September 30, 2018. The gains are related to the fair value adjustments for the derivative instruments.

Foreign exchange gain
The Company recorded a foreign exchange gain of $5,149 and $4,194 during the respective three and nine month periods ended September 30, 2019 compared to a foreign exchange gain of $16,167 and $2,602 during the corresponding periods in 2018, due to fluctuations in the value of the United States dollar relative to the Canadian dollar.

Summary of Quarterly Results

The following table sets out certain consolidated financial information of the Company for each of the last eight quarters, from the fourth quarter of fiscal 2017 to the third quarter of fiscal 2019. This financial information has been prepared in accordance with US Generally Accepted Accounting Principles ("US GAAP"). The Company’s presentation and functional currency is the United States dollar.

2019 2019 2019 2018
3rd
Quarter
2nd
Quarter
1st Quarter 4th Quarter
Net income (loss) $105,802 $ (127,945) $ (109,727) $ (85,901)
Net income (loss) per share $ 0.00 $ (0.00) $ (0.00) $ (0.01)

2018 2018 2018 2017
3rd
Quarter
2nd
Quarter
1st Quarter 4th Quarter
Net (loss) income $ (84) $ (98,625) $ 143,868 $ (148,985)
Net (loss) income per share $ (0.00) $ (0.00) $ 0.01 $ (0.00)

The Company reported net income of $105,802 during the third quarter of 2019 compared to a net loss of $127,945 during the second quarter of 2019. The net income was mainly due to the recognition of a gain of $181,340 on deferred consideration paid under the Settlement Agreement with Savannah with respect to the Oman discontinued operations, as well as lower consulting costs and general and administration costs being incurred in third quarter as compared to the second quarter of 2019.

4


The Company reported a net loss of $127,945 during the second quarter of 2019 compared to a net loss of $109,727 during the first quarter of 2019. The increase in the net loss was mainly due to higher management and consulting fees of $35,386 during the second quarter of 2019 compared to $1,524 during the first quarter of 2019. This was offset by lower general and administrative expenses of $94,508 during the second quarter of 2019 compared to $115,670 during the first quarter of 2019.

The Company reported a net loss of $109,727 during the first quarter of 2019 compared to a net loss of $85,901 during the fourth quarter of 2018. The increase in the net loss was mainly due to higher general and administrative expenses of $115,670 during the first quarter of 2019 compared to $77,892 during the fourth quarter of 2018.

The Company reported a net loss of $85,901 during the fourth quarter of 2018 compared to a net loss of $84 during the third quarter of 2018. The increase in the net loss was mainly due to higher general and administrative expenses of $77,892 during the fourth quarter of 2018 compared to $23,795 during the third quarter of 2018.

The Company reported a net loss of $84 during the third quarter of 2018 compared to a net loss of $98,625 for the second quarter of 2018. The change in results was related mainly to a gain of $51,900 on the fair value adjustment of the common share purchase warrants for the third quarter of 2018 compared to a loss of $15,357 for such adjustment recorded during the second quarter of 2018.

The Company reported a net loss of $98,625 during the second quarter of 2018 compared to net income of $143,868 for the first quarter of 2018. The change in results was related mainly to a loss of $15,357 on the fair value adjustment of the common share purchase warrants for the second quarter of 2018 compared to a gain of $212,574 for such adjustment recorded during the first quarter of 2018.

The Company reported net income of $143,868 during the first quarter of 2018 compared to a net loss of $148,985 incurred during the fourth quarter of 2017. The net income was mainly due to a gain of $212,574 on the fair value adjustment of the common share purchase warrants recorded for Q1 2018.

Liquidity and Capital Resources

The Company has historically relied primarily on equity financings to fund its activities. Although the Company has been successful in completing equity financings in the past, there is no assurance that the Company will secure the necessary financings in the future.

The Company’s cash balance at September 30, 2019 was $31,469 as compared to $6,054 at December 31, 2018. The increase was due to $187,125 cash received from the May 2019 private placement offset by $211,710 of cash utilized by operating activities during the nine months ended September 30, 2019, as well as the $50,000 received under the Settlement Agreement with Savannah.

5


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. Kondrat 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.

In May 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 (US$187,125). Mr. Kondrat purchased 3,000,000 of the said shares.

Reference is also made to the disclosure under "General" above with respect to the Settlement Agreement entered into by Gentor with Savannah in June 2019 relating to the settlement of certain deferred consideration payable to Gentor.

The Company expects to raise additional funds through additional offerings of its equity securities to funds its activities. However, there is no assurance that such financing will be available on acceptable terms, if at all. If the Company raises additional funds by issuing additional equity, the ownership percentages of existing shareholders will be reduced and the securities that the Company may issue in the future may have rights, preferences or privileges senior to those of the current holders of the Company’s common shares. Such securities may also be issued at a discount to the market price of the Company’s common shares, resulting in possible further dilution to the book value per share of common shares. If the Company is unable to raise sufficient funds through equity offerings, the Company may need to sell an interest in any property held by it. There can be no assurance the Company would be successful in selling any such interest.

Outstanding Share Data

The authorized share capital of the Company consists of 500,000,000 common shares, with a par value of $0.0008 per share. As of November 26, 2019, the Company had outstanding 38,906,742 common shares and 1,040,000 stock options. In November 2019, 5,000,000 common share purchase warrants of the Company expired unexercised.

Related Party Transactions

As of September 30, 2019, an amount of $198,155 (December 31, 2018 - $97,856) was owed to Mr. Kondrat, which includes salary and fees in arrears and advances.

As of September 30, 2019, an amount of $10,485 (December 31, 2018 – $10,485) was owed to Kuuhubb Inc., a company with a common director until March 2019, for the payment of general and administrative expenses by Kuuhubb.

As of September 30, 2019, an amount of $83,758 (December 31, 2018 - $156,830) was owed to the Company 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.

6


Recent Accounting Pronouncements

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.

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 nine month period ended September 30, 2019, there were no updates that are applicable or are consequential to the Company.

Significant Accounting Estimates

The preparation of the Company’s interim financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the Company’s interim financial statements include the following:

Mineral properties and exploration costs

Exploration costs pertaining to any 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 probable reserves. The Company remains in the exploration stage and has not yet realized any revenue from operations.

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 or reversals of previously recognized impairment losses were recorded during the first nine months of 2019

Income taxes

Deferred income taxes are reported for timing 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 as at September 30, 2019.

7


Accounting Standards Codification 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. At September 30, 2019 the Company has no material unrecognized tax benefits. The Company does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.

Stock based compensation

The Company has a stock option plan, which is described in note 6(c) of the interim financial statements. 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. As at September 30, 2019, the Company estimates that all the outstanding options previously granted will vest.

Fair value of financial instruments

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

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 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 asset or liability. For the nine-month period ended September 30, 2019 and for the year ended December 31, 2018, common share purchase warrants denominated in Canadian dollars were recognized as fair value derivative instruments.

At September 30, 2019 and December 31, 2018, the carrying values of the Company’s cash, accounts receivable, short term investments, due from or to related parties, advances receivables, accounts payable and accrued liabilities approximate fair value.

8


Financial Risk Management

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 of the consolidated statement of operations. The Company has not used derivatives 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 September 30, 2019. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Canadian dollar which would have increased (decreased) the Company’s net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Canadian dollar would have had the equal but opposite effect as at September 30, 2019.

    Canadian  
    Dollars  
Cash $  29,485  
Accounts payable   (86,020 )
Total foreign currency working capital   (56,535 )
US$ exchange rate at September 30, 2019   0.7551  
Total foreign currency net working capital in US$   (42,690 )
Impact of a 10% strengthening of the US$ on net loss   (4,269 )

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.

Other Risks and Uncertainties

In November 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which held the Karaburun project in Turkey (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 currently evaluating new business opportunities. As the Company currently does not have any commercial operations and has no material assets, an investment in the Company's common shares is considered highly speculative and involves a very high degree of risk.

9


While the Company is currently evaluating new business opportunities, the Company has only limited funds with which to identify and evaluate a potential asset or business for acquisition or participation, and no assurance can be given that a suitable asset or business will be identified and acquired on suitable terms. Further, even if a proposed transaction is identified, there can be no assurance that the Company will be able to complete the transaction. The transaction may be financed in whole, or in part, by the issuance of additional securities of the Company and this may result in further dilution to investors, which dilution may be significant, and which may also result in a change of control of the Company.

Reference is made to the Company's annual report on Form 20-F for additional risk factor disclosure (a copy of such document can be obtained from SEDAR at www.sedar.com and EDGAR at www.sec.gov).

10


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Gentor Resources Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Arnold T. Kondrat, Chief Executive Officer and President of Gentor Resources Inc., certify the following:

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Gentor Resources Inc. (the "issuer") for the interim period ended September 30, 2019.

2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 26, 2019. 

(signed) "Arnold T. Kondrat"                    

Name: Arnold T. Kondrat

Title: Chief Executive Officer and President 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109.  In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.  Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. 


EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 Gentor Resources Inc.: Exhibit 99.4 - Filed by newsfilecorp.com

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Donat K. Madilo, Chief Financial Officer of Gentor Resources Inc., certify the following:

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Gentor Resources Inc. (the "issuer") for the interim period ended September 30, 2019. 

2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 26, 2019. 

(signed) "Donat K. Madilo"                      

Name: Donat K. Madilo

Title: Chief Financial Officer 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109.  In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.  Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. 


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