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.
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GENTOR RESOURCES INC. |
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(Registrant) |
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Date: Decemeber 3, 2019 |
By: |
/s/ Donat K. Madilo |
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Name: |
Donat K. Madilo |
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Title: |
Chief Financial Officer |
EXHIBIT INDEX
Interim Management's Discussion and Analysis for the third quarter ended September 30, 2019 |
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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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 transferors 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 Companys 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 Companys 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 "CompensationStock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting". The adoption of this ASU did not have any material impact on the Companys 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 Gentors 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 Companys 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 Companys 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 Companys 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 Companys operations and financial results. A portion of the Companys 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 Companys 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 Companys 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
GENTOR RESOURCES INC.
MANAGEMENTS DISCUSSION AND ANALYSIS
FOR THE THIRD
QUARTER OF 2019
The following managements 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys properties in Oman (see Gentors 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 Companys 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
Companys 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 Companys 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 Companys 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 Companys common shares. Such securities may also be issued at a discount to the market price of the Companys 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 "CompensationStock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting". The adoption of this ASU did not have any material impact on the Companys 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 Companys 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 Companys 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 Companys cash, accounts receivable, short term investments, due from or to related parties, advances receivables, accounts payable and accrued liabilities approximate fair value.
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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 Companys operations and financial results. A portion of the Companys 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 Companys 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 Companys 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.
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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).
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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.
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.