10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2016

or 

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

For the transaction period from ___________ to _________

Commission File No. 001-12974

SANTA FE GOLD CORPORATION

(Exact name of registrant as specified in its charter)

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

3544 Rio Grande Blvd., NW, Albuquerque, NM 87107

(Address of principal executive offices, Zip Code)

 (505)255-4852

 (Registrant’s telephone number, including area code)

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

 None

(Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes    x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes    x No

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes    o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

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

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

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

The aggregate market value of voting common shares held by non-affiliates of the registrant on second fiscal quarter ended December 31, 2016, was approximately $12,001,399 based on the last reported sale price of the registrant’s common stock as reported on the OTC Marketplace operated by OTB Market Group, Inc. on December 30, 2016.

As of November 13, 2017, there were 271,936,273 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

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TABLE OF CONTENTS      

		Page
	PART I
ITEM 1:	BUSINESS	5
ITEM 1A:	RISK FACTORS	9
ITEM 1B:	UNRESOLVED STAFF COMMENTS	11
ITEM 2:	PROPERTIES	11
ITEM 3:	LEGAL PROCEEDINGS	11
ITEM 4:	MINE SAFETY DISCLOSURES	12
	PART II
ITEM 5:	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES	12
ITEM 6:	SELECTED FINANCIAL DATA	13
ITEM 7:	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	13
ITEM 7A:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 8:	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	19
ITEM 9:	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	47
ITEM 9A(T):	CONTROLS AND PROCEDURES	47
ITEM 9B:	OTHER INFORMATION	48
	PART III
ITEM 10:	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	49
ITEM 11:	EXECUTIVE AND DIRECTOR COMPENSATION	52
ITEM 12:	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	54
ITEM 13:	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	56
ITEM 14:	PRINCIPAL ACCOUNTING FEES AND SERVICES	56
	PART IV
ITEM 15:	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	57
SIGNATURES		58

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ADDITIONAL INFORMATION

Descriptions of agreements or other documents contained in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see the exhibit index at the end of this report for a complete list of those exhibits.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K or documents incorporated by reference may contain certain “forward-looking” statements as such term is defined by the Securities and Exchange Commission in its rules, regulations and releases, which represent the registrant’s expectations or beliefs, including but not limited to, statements concerning the registrant’s operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

This annual report contains forward-looking statements, many assuming that the Company secures adequate financing and is able to continue as a going concern, including statements regarding, among other things:

our ability to continue as a going concern;  

we will require additional financing in the future restart production at the Summit Mine property and to bring it into sustained commercial production;  

our dependence on our Summit project for our future operating revenue, which property currently has limited proven or probable reserves;  

our mineralized material calculations at the Summit property and other projects are only estimates and are based principally on historic data;  

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

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

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

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

significant risk and hazards associated with mining operations;  

we will require additional financing in the future to develop a mine at any other projects, including the Ortiz and Mogollon projects;  

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

our anticipated needs for working capital;  

our ability to secure financing;  

claims and legal proceedings against us;  

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

our exposure to material costs, liabilities and obligations as a result of environmental laws and regulations (including changes thereto) and permits;  

changes in the price of silver and gold;  

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

our projected sales and profitability;  

our growth strategies,;  

anticipated trends in our industry;  

unfavorable weather conditions;  

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

problems regarding availability of materials and equipment;  

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

our ability to seek out and acquire high quality gold, silver and/or copper properties.  

These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this annual report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this annual report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this annual report will in fact occur. We caution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be included in this annual report, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

These risks and uncertainties and other factors include, but are not limited to, those set forth under Item1A.Risk Factors”. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

PART I

ITEM 1. BUSINESS

History and Organization

Santa Fe Gold Corporation (“Santa Fe”, "the Company”, “our” or “we”) is a U.S. mining company, incorporated in 1991 in the state of Delaware. Our general business strategy is to acquire explore, develop and to create shareholder value. Santa Fe Gold Corporation (SFG) selected on August 26, 2015 to file for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) and the case was dismissed on June 15, 2016.  The Summit Silver-Gold Project, the Lordsburg Copper Project, Black Canyon Mica Project, Planet MIO Project, all claims and other assets were lost in the process. As we emerged from the bankruptcy, we were a management team of two with no assets.

Significant Developments

Waterton

On June 30, 2013, the Company signed a Waiver of Default Letter (the “Letter”) with Waterton Global Value, L.P. (“Waterton”) wherein the Company agreed to sell, convey, assign and transfer certain accounts receivable as consideration for a waiver for non-payment to Waterton under the Credit Agreement. Waterton may revoke the waiver at any time and note the Company in default under the Credit Agreement. The transfer of the accounts receivable to Waterton were to be treated as payment towards outstanding interest payable amounts with any remaining transfer of receivables to be treated as a payment towards other indebtedness under the Credit Agreement, including principal on the note. The measurement of receivables transferred is subject to revaluation in accordance with mark-to-market price adjustments and final settlement of the invoices. The valuation of receivables under the Letter was $1,053,599 at June 30, 2013. Under terms of the Letter, interest payable was reduced by $116,693 and the principal portion of the note was reduced by $768,263, while the remaining $168,643 has been recorded as financing costs in interest expense at June 30, 2013. On September 30, 2013, the valuation of receivables sold under the Letter was finalized at $1,018,056. Accordingly, final valuation adjustments were made to increase the principal portion of the note outstanding by $29,145 and to decrease financing costs by $6,398. During the current fiscal year ended additional adjustments were made to the outstanding obligation by Waterton which included various Agreement penalties. The outstanding principal balance after these adjustments at June 30, 2015 was $7,755,685 and accrued interest was $4,565,466 and at June 30, 2016 was $-0- with the 363 Asset Sale to Waterton in February 2016.  See ITEM 7: Liquidity and Capital Resources; Plan of Operation.

Recent Developments

Canarc Bridge Loan

On July 15, 2014, Santa Fe entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Canarc Resource Corp., a British Columbia, Canada Corporation whose common shares are listed on the TSX Exchange under the symbol CCM

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(“Canarc”). In connection with the Share Exchange Agreement the Debtors and Carnac entered into that certain interim financing facility pursuant to which Canarc advanced the Company $200,000 and an additional advance of $20,000. The loan bears interest at a rate of 1% a month and was due and payable upon the closing of a gold bond financing by the Debtors or January 15, 2015, if the gold bond financing did not close. The financing failed to close and the entire amount of the loan is outstanding and in default at June 30, 2016.

On October 22, 2014 the Company signed a $500,000 Convertible Note with an accredited investor with a 10% original issue discount (“OID) component. The Company drew down net cash Consideration of $175,000 on the facility. The Company may repay the Consideration at any time on or before 120 days from the Effect Date of the draw down and there would be no interest due on the consideration. If the Company does not repay a Consideration on or before 120 days from its Effective Date, a one- time interest charge of 12% shall be applied to the principal sum. At June 30, 2016, the investor had converted note principle, interest and penalties aggregating $155,556 into 30,238,933 shares of common stock. The remaining outstanding balance of $93,333 was retired in January 2017 for $93,000.

On January 20, 2015 the Company signed a $250,000 Convertible Note with an accredited Investor with a 10% original issue discount (“OID) component. The Company drew down consideration of $100,000 on the facility. The Consideration on the Note has a Maturity date of two years from payment of each Consideration. A one- time interest charge of 12% is applied to the principal sum on the on the date of the Consideration. The Note principal and interest shall be paid at Maturity date or sooner as provided within the Note and conversion provisions. At June 30, 2016, the investor had converted note principle, interest and penalties aggregating $60,192 into 18,007,333 shares of common stock. The remaining outstanding balance of $107,599 at June 30, 2016, was retired in January 2017 for $93,000.

On August 26, 2015, the Company filed for Chapter 11 Bankruptcy protection in Delaware in order to secure the existing assets from creditor actions. Case No. 15-11761 (MFW).  Jakes Jordaan, Santa Fe’s former CEO, filed in the Affidavit in Support of the first day motion (full affidavit can be researched in the Delaware court filings. Case# 15-11761 MFW on August 26, 2015) that we have only one remaining option (plan) to have an orderly sale of all assets to satisfying qualified debt without any plan for the thereafter and he began working with Canaccord Genuity Inc. (“Canaccord”) as our investment banker to assist with these efforts. The “asset sale” took place in February 2016 and left Santa Fe Gold and Subsidiaries without any assets and with remaining debt.

After the dismissal of the bankruptcy case, the Company has no assets, but is liable for all commitments and debts that remain outstanding.  After the dismissal, the Company will divest itself from all subsidiaries and will keep only Santa Fe Gold, the parent company active.  Santa Fe Gold Barbados, The Lordsburg Mining Company and AZCO will be dormant and all the commitments and debts will stay with the respective companies. The court set up a Trust fund that will be funded by the activities of the Summit mine for five years and the trust funds will be distributed by an independent trustee to all credit holders of record.

In connection with the prepetition negotiations of the restructuring support agreement, Waterton Global Value LP (“Waterton”), holders of the Company’s senior notes agreed to provide the Company and the Chapter 11 Subsidiaries a debtor in possession credit facility (the “DIP Credit Agreement"). The DIP Credit Agreement provided for a multi draw term loan of which $2,037,595 was advanced, which became available to the Company upon the satisfaction of certain milestones and contingencies. Waterton also initially advanced a Bridge loan of $200,000 and also charged a structuring fee of $32,203. Pursuant to the Plan the borrowings under the Bridge loan and DIP Credit Agreement, at the option of the lenders to the DIP Credit Agreement, are part of the purchase price of all assets in the “363 Asset Sale”.

Santa Fe Gold failed to provide a plan of Reorganization with the filing of protection under the Bankruptcy Codes; the significant transactions that occurred upon emergence from bankruptcy were as follows:

The approximately $ 30 million of indebtedness outstanding on account of the Company’s senior notes and unsecured claims were reinstated.  

Waterton, Santa Fe Gold’s major secured creditor provided $2,320,958 in incremental payments between August 28, 2015 and March 29, 2016 plus a Bridge loan in the amount of $200,000 in borrowings under the Company's DIP Credit  

Agreement. An overpayment of a tranche for $$283,363 was returned to Waterton. For the three months ended December 2015, the Company utilized $665,993 for legal expenses related to the Chapter 11 court filings, $236,058 for employee wages and benefits and $5,380 for related travel costs by our former CEO. For three months ended March 2016 to the Company utilized $433,449 for legal expenses related to the Chapter 11 court filings, $179,386 for employee wages and benefits and $10,049 for related travel costs by our former CEO. In the three month ended June 30, 2016, we utilized $242,630 for legal expenses related to the Chapter 11 court filings 2,630) and $46,162 for employee wages and benefits.

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After the bankruptcy dismissal then remaining funds from the DIP funding was used to pay final legal costs and fund the trust.

The courts established a GUC Trust Agreement in April 2016 with Gavin/Solmones as Trustee for the benefit of all creditors less Waterton Global. A profit interest is attached to the Summit mine (formerly owned by Santa Fe Gold and its subsidiaries) with the sole benefit for the Creditors holding unsecured claims filed by each creditor with the courts.  

The Olson estate returned 6,956,750 shares on November 16, 2015, into the Treasury for no consideration. The shares were added back into the Treasury subsequent our fiscal year ended June 30. 2016, by our transfer agent upon completion of necessary documentation provided by the estate. There was no Treasury Stock as of June 30, 2016.

On June 5, 2016, the board awarded consultant 1,000,000 shares of restricted common stock to assist in reviving the Company out of the bankruptcy.

On June 5, 2016, the Company granted 15,956,748 shares to employees for their effort to keep the Company functioning. On December 12, 2016 the same staff members returned 15,956,748 shares to the treasury in order to be able to raise more funds to acquire additional assets.

363 Asset Sale

On February 26, 2016, Waterton completed the acquisition of substantially all of the Company’s assets pursuant to an Asset Purchase Agreement dated February 26, 2016.

Waterton, as the only successful bidder for Santa Fe’s assets, eliminated all pre-petition agreements, all amounts of loans, interest and gold stream agreements that was owed to them prior to the filings of the chapter 11 and also the DIP funding that was put in place during the proceedings for all assets belonging to Santa Fe and its subsidiaries. All assets were free and clear of liens, claims, mortgages, pledges and interest of any kind without limitation in the transfer. The sale is a binding and valid transfer with all rights, title and interest in the acquired assets. At the time of the agreement all debt owed to Waterton is eliminated, but all other liabilities to unsecured lenders stay in effect.

The table below summarizes the carrying value of the assets sold and the liabilities disposed in the 363 Asset Sale as of asset transfer on February 26, 2016: 

	February 26, 2016
Assets Sold
Restricted cash	$236,628
Prepaid expenses and other current  assets	39,584
Property, plant and equipment, net	4,992,154
Mine development properties, net	10,532,965
Mineral properties, net	599,897
	$16,401,228
Liabilities Disposed
Notes payable	$9,993,280
Accrued interest	5,815,622
Asset retirement obligation	245,494
DIP fees	32,203
Accrued CSA fees	329,938
Total	$16,416,537
Net gain on the Asset 363 Sale	$15,309

Emergence from Voluntary Reorganization under Chapter 11 Proceedings

The Company and our Chapter 11 Subsidiaries received bankruptcy court confirmation of the dismissal on June 15, 2016, and subsequently emerged from bankruptcy. The DIP funding, discussed above, allowed the Company to survive the time during bankruptcy and at the end of the bankruptcy turned over any remaining funds to the attorneys and the trust. The only funds available for the future administrative costs were prepaid insurance funds from which we received a refund on June 08, 2016 of $44,926 and on August 22, 2016 received $4,135.  The Company upon emergence resorted to selling equity for cash so as to proceed on reviving the Company. Currently we have no continuing commitment from any party to provide necessary additional working capital, or if one

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becomes available, there is no certainty that its terms will be favorable or acceptable to the Company to continue its current business plan.

Competitive Business Conditions

Many companies are engaged in the acquisition, exploration, development and mining of mineral properties. We are at a disadvantage with respect to those competitors whose technical staff and financial resources exceed our own. Although the Company survived the bankruptcy with no assets or cash, we decided to start increasing stock value by using equity funding to acquire claims and restart our business.   

Government Regulations and Permits

In connection with mining, milling and exploration activities, we are subject to extensive federal, state and local laws and regulations governing the protection of the environment, including laws and regulations relating to protection of air and water quality, hazardous waste management and mine reclamation as well as the protection of endangered or threatened species.

Reclamation

We generally will be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and revegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts would be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies. As soon as we have a mining operation, we will be required to arrange and pledge certificates of deposits for reclamation with the state regulatory agencies. At this time no reclamation cost are calculated or carried forward.

Government Regulation

Our mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, and the State of New Mexico, which govern mining, milling, prospecting, development, production, exports, taxes, labor standards, occupational health, and waste disposal, protection of the environment, mine safety, hazardous substances and other matters. There are no current orders or directions relating to us with respect to the foregoing laws and regulations.

Environmental Regulation

All future projects are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our operations will be conducted in material compliance with applicable laws and regulations.

Changes to current local, state or federal laws and regulations in the jurisdictions where we will operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

Employees

As of June 30, 2016, we had two employees. In addition, we use consultants with specific skills to assist with various aspects of our project evaluation, business plan, due diligence and corporate governance.

Office Facilities

Our principal executive offices are located at 3544 Rio Grande Blvd. NW, Albuquerque, NM 87107. Our telephone number is (505) 255-4852.

Gold Price History

Not applicable at this time

Seasonality

 We have no properties at this time that is subject to material restrictions on our operations due to seasonality.

Available Information

We make available, free of charge, on or through our Internet website, at www.santafegold.com, our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to

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Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934. Our Internet website and the information contained therein or connected thereto are not intended to be, and are not incorporated into this annual report on Form 10-K.

ITEM 1A. RISK FACTORS

The Company operates in a rapidly changing environment that involves numerous risks and uncertainties. Stockholders should carefully consider the risks described below before purchasing the Company’s common shares. The occurrence of any of the following events could harm the Company. If these events occur, the trading price of the Company’s common shares could decline, and shareholders may lose part or even all of their investment. This report, including Management’s Discussion and Analysis of Financial Condition and Results of Operation, contains forward looking statements that may be materially affected by numerous risk factors, including those summarized below:

Risk Factors Related to Our Business and Operations

We are dependent upon production of precious metals and industrial minerals from to being acquired properties and have incurred substantial losses since our inception in 1991, and may never be profitable.

Since our inception in 1991, we have not been profitable. As of June 30, 2016, our total accumulated deficit was approximately $102.4 million. In November 2013, we suspended mine and mill operations at our Summit mine and Banner mill due to operating losses, and a lack of operating capital. On August 26, 2015 Santa Fe Gold filed for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) and that case was dismissed on June 15, 2016.  The Summit Silver-Gold Project, the Lordsburg Copper Project, Black Canyon Mica Project, Planet MIO Project, all claims and other assets were lost in the process of the 363 Asset Sale.

Our current management team is acquiring new claims funded by equity sales and is evaluating a number of favorable options to facilitate the processing of current and future mineralized ore production.

To become profitable, we must identify acceptable mineralization at potential sites and either develops properties ourselves or locates and enters into agreements with third party operators. We may suffer significant additional losses in the future and may never be profitable. There can be no assurance we will receive significant revenue from operations in the foreseeable future, if at all. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. 

If the Company is unsuccessful raising additional funding, its business may not continue as a going concern. Even if the Company does find additional funding sources, it may be required to issue securities with greater rights than those currently possessed by holders of its common shares or on terms less favorable than the Convertible Gold Note financing. The Company may also be required to take other actions that may lessen the value of its common shares or dilute its common shareholders, including borrowing money on terms that are not favorable to the Company or issuing additional equity securities. If the Company experiences difficulties raising money in the future, its business and liquidity will be materially adversely affected.

Our independent registered public accounting firm has included an explanatory paragraph with respect to our ability to continue as a going concern in its report on our consolidated financial statements for the year ended June 30, 2016.

As a result of these factors, as well as adverse industry conditions, our independent registered public accounting firm has included an explanatory paragraph with respect to our ability to continue as a going concern in its report on our consolidated financial statements for the year ended June 30, 2016. The presence of the going concern explanatory paragraph may have an adverse impact on our relationship with third parties with whom we do business, including our customers, vendors and employees and could make it challenging and difficult for us to raise additional debt or equity financing, all of which could have a material adverse impact on our business, results of operations, financial condition and future prospects.

A substantial or extended decline in gold and silver prices would have a material adverse effect on the value of our assets, on our ability to raise capital and could result in lower than estimated economic returns.

The value of our assets, our ability to raise capital and our future economic returns are substantially dependent on the prices of gold and silver. The gold and silver price fluctuates on a daily basis and is affected by numerous factors beyond our control. Factors tending to influence gold prices include:

gold sales or leasing by governments and central banks or changes in their monetary policy, including gold inventory management and reallocation of reserves;  

speculative short positions taken by significant investors or traders in gold;  

the relative strength of the U.S. dollar;  

expectations of the future rate of inflation;  

interest rates;  

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changes to economic activity in the United States, China, India and other industrialized or developing countries;  

geopolitical conflicts;  

changes in industrial, jewelry or investment demand;  

changes in supply from production, disinvestment and scrap; and  

Forward sales by producers in hedging or similar transactions.  

A substantial or extended decline in the gold or silver price could:

negatively impact our ability to raise capital on favorable terms, or at all;  

jeopardize the restart and development of our Summit silver-gold project;  

reduce the potential for future revenues from gold projects in which we have an interest;  

reduce funds available to us for exploration with the result that we may not be able to further advance any of our projects; and  

reduce the market value of our assets.  

In addition to environmental regulations, we are subject to a wide variety of laws and regulations directly and indirectly relating to mining that often change and could adversely affect our business.

We are subject to extensive United States federal, state and local laws and regulations related to mine prospecting, development, transportation, production, exports, taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, mine safety, hazardous materials, toxic substances and other matters. These laws and regulation frequently change. New laws and regulations or more stringent enforcement of existing ones could have a material adverse impact on us, causing a delay or reduction in production, increasing costs and preventing an expansion of mining activities.

Delaware law and our Articles of Incorporation may protect our directors from certain types of lawsuits. Delaware law provides that our directors will not be liable to our stockholders or to us for monetary damages for all but certain types of conduct as directors of the Company.

Our Articles of Incorporation permit us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Risks Related to our Common Stock

Our common stock is thinly traded, and there is no guarantee of the prices at which the shares will trade. 

Trading of our common stock is conducted on the OTCQB Marketplace operated by the OTC Markets Group, Inc., or “OTCQB,” under the ticker symbol “SFEG.”  Not being listed for trading on an established securities exchange has an adverse effect on the liquidity of our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of the Company.  This may result in lower prices for your common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock.  Historically, our common stock has been thinly traded, and there is no guarantee of the prices at which the shares will trade, or of the ability of stockholders to sell their shares without having an adverse effect on market prices.

Because our common stock is currently a “penny stock,” it may be difficult to sell shares of our common stock at times and prices that are acceptable. 

Our common stock is a “penny stock.” Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement to the purchase. The penny stock rules may make it difficult for you to sell your shares of our common stock. Because of these rules, many brokers choose not to participate in penny stock transactions and there is less trading in penny stocks. Accordingly, you may not always be able to resell shares of our common stock publicly at times and prices that you feel are appropriate.

The sale of our common stock by selling stockholders may depress the price of our common stock due to the limited trading market that exists.

Due to a number of factors, including the lack of listing of our common stock on a national securities exchange, the trading volume in our common stock has historically been limited. Trading volume over the last 3 months, ending June 30, 2017, has averaged approximately 174,500 shares per day. As a result, the sale of a significant amount of common stock by selling shareholders may depress the price of our common stock and the price of our common stock may decline.

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Completion of one or more new acquisitions could result in the issuance of a significant amount of additional common stock, which may depress the trading price of our common stock.

Acquisition of one or more additional mineral properties, conceptually, could result in the issuance of a significant amount of common stock. Such issuance could depress the trading price of our common stock.

Our stock price may be volatile and as a result you could lose all or part of your investment. In addition to volatility associated with OTC securities in general, the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: 

changes in the worldwide prices for gold or silver;  

disappointing results from our exploration or development efforts;  

failure to meet our revenue or profit goals or operating budget;  

decline in demand for our common stock;  

downward revisions in securities analysts’ estimates or changes in general market conditions;  

technological innovations by competitors or in competing technologies;  

investor perception of our industry or our prospects; and  

general economic trends.  

In addition, stock markets have experienced extreme price and volume fluctuations, and the market prices of securities generally have been highly volatile. These fluctuations commonly are unrelated to operating performance of a company and may adversely affect the market price of our common stock. As a result, investors may be unable to resell their shares at a fair price.

A small number of existing shareholders own a significant portion of our common stock, which could limit your ability to influence the outcome of any shareholder vote.

Our executive officers and directors, together with our three largest shareholders, beneficially own approximately 15.7% of our common stock as of the date of this report. Under our Articles of Incorporation and Delaware law, the vote of a majority of the shares outstanding is generally required to approve most shareholder action. As a result, these individuals and entities will be able to influence the outcome of shareholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our Articles of Incorporation or proposed mergers or other significant corporate transactions.

We have never paid dividends on our common stock and we do not anticipate paying any in the foreseeable future.

We have not paid dividends on our common stock to date, and we may not be in a position to pay dividends in the foreseeable future. Our ability to pay dividends will depend on our ability to successfully develop one or more properties and generate revenue from operations. Further, our initial earnings, if any, will likely be retained to finance our growth. Any future dividends will depend upon our earnings, our then-existing financial requirements and other factors and will be at the discretion of our Board of Directors.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Summit Silver-Gold Project, the Lordsburg Copper Project, Black Canyon Mica Project, Planet MIO Project, all claims and other assets were lost in the chapter 11 bankruptcy proceedings and were transferred to Waterton in the 363 Asset Sale. As of June 30, 2016, no assets were acquired by Santa Fe. Before the end 2016 we are planning to have approximately 40 claims in our possession in a historically good precious metal producing area in southern New Mexico. In 2017 our plan is to acquire an additional 100 claims more in the same vicinity and start production ramp up late in the year or the first quarter of 2018.

ITEM 3. LEGAL PROCEEDINGS

Current Legal Proceedings

Santa Fe is involved in various legal actions in the ordinary course of our business. We do not believe it is feasible to predict or determine the outcome or resolution of the above litigation proceedings, or to estimate the amounts of, or potential range of, loss with respect to those proceedings. In addition, the timing of the final resolution of these proceedings is uncertain. The range of possible resolutions of these proceedings could include judgments against us or settlements that could require substantial payments by us, which could have a material impact on the Company’s financial position, results of operations and cash flows.

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We are not aware of any material legal proceedings to which any of our officers or any associate of any of our officers is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

We are not aware of any of our officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401 of Regulation S-K.

On August 26, 2015 Santa Fe filed for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) in Delaware. At the time of the bankruptcy filing several litigations were filed in several courts. Santa Fe believes that these suits will be stayed pursuant to the Bankruptcy Code. After the dismissal of the filings we were left without assets and none of the filings has been reinstated as of this reporting date.

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASE OF EQUITY SECURITIES

Market Information

Our common stock trades over-the-counter and is quoted on the OTC Bulletin Board under the symbol “SFEG.” The table below sets forth the high and low bid prices for our common stock as reflected on the OTC Bulletin Board for the last two fiscal years. Quotations represent prices between dealers, do not include retail markups, markdowns or commissions, and do not necessarily represents at which actual transactions were affected.

OTCBB

		(U.S. $)
Fiscal 2016		HIGH			LOW
09/30/15	$	0.0011	$		0.0009
12/31/15		0.0009			0.0006
3/31/16		0.0012			0.0001
6/30/16		0.0146			0.0110
Fiscal 2015
9/30/14		0.29		0.05
12/31/14		0.15		0.03
3/31/15		0.18		0.05
6/30/15		0.18		0.04

We were delinquent in the filing of our financial statements for the year ended June 30, 2003, and consequently the Securities Commissions of Ontario and British Columbia issued cease trade orders for trading of our common stock by Canadian residents, which cease trade orders are still in effect. We believe that less than 2% of our common stock is recorded as held by Canadian residents as of June 30, 2016.

Holders of Common Equity

As of June 30, 2016, we had 189,842,914 common shares outstanding, the high and low sales prices of our common stock on the OTC Bulletin Board were $.0146 and $0.0001, respectively, for fiscal 2016 and we had approximately 790 holders of record of our common stock.

Penny Stock Rules

Due to the price of our common stock, as well as the fact that we are not listed on NASDAQ or a national securities exchange, our stock is characterized as “penny stock” under applicable securities regulations. Our stock therefore is subject to rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The broker or dealer proposing to effect a transaction in a penny stock must furnish his customer a document containing information prescribed by the SEC and obtain from the customer an executed acknowledgment of receipt of that document. The broker or dealer must also provide the customer with pricing information regarding the security prior to the transaction and with the written confirmation of the transaction. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction and with the written confirmation of the trade. The broker or dealer must also send an account statement to each customer for which he has executed a transaction in a penny stock each month in which such security is held for the

12

customer’s account. The existence of these rules may have an effect on the price of our stock, and the willingness of certain brokers to effect transactions in our stock.

Transfer Agent

Colonial Stock Transfer Co. is the transfer agent for our common stock. The principal office of Colonial Stock Transfer Co. is located at 66 Exchange Place, Salt Lake City, Utah 84111 and its telephone number is (801) 355-5740.

Dividend Policy

We have never declared or paid dividends on our common stock. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including the terms of any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for expansion.

Performance Graph

Not required.

Recent Sales of Unregistered Securities

On October 22, 2014, the Company signed a $500,000 and $250,000 Convertible Note, from two accredited investors, from which we drew down tranches aggregating $275,000.  By August 31, 2016 the note holders converted 46,446,266 shares of the advances to common stock and at August 31, 2016, the notes and related penalties had an aggregate outstanding balance of $200,932. In September 2016 the note holders agreed to take cash settlements aggregating $183,000 to satisfy the outstanding obligations.

On July 31, 2015, the board awarded to a financial consultant 1,000,000 shares of restricted common stock to assist in financing activities for the Company.

On June 5, 2016, the board awarded consultant 1,000,000 shares of restricted common stock to assist in reviving the Company out of the bankruptcy.

On June 5, 2016, the Company granted 14,217,561 shares to employees and 1,739,187 shares to financial consultant for their effort to keep the Company functioning. On December 12, 2016 the same staff members and financial consultant returned 15,956,748 shares to the treasury in order to be able to raise additional funds to acquire assets for the Company.

ITEM 6.  SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Readers are cautioned that the following discussion contains certain forward-looking statements and should be read in conjunction with the “Cautionary Statement on Forward-Looking Statements” appearing at the beginning of this Annual Report. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in “Risk Factors” and elsewhere in this annual report. Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the Financial Statements of the Company and notes thereto included elsewhere in the Annual Report. See “Financial Statements”. Our actual future results may be materially different from what we currently expect.

Overview

During our current fiscal year ended June 30, 2016, Santa Fe Gold Corporation (SFG) elected on August 26, 2015 to file for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) and the case was dismissed on June 15, 2016.  

The results of operations in the past reflected a continued under-capitalization of our projects which required additional funding to be able to achieve full project performance and sustained potential profitability. We currently are dependent on additional financing to resume any mining operations and to continue our exploration efforts in the future if warranted. After the dismissal of the Chapter 11 filings, we had no funds or assets to continue our operation.  We solicited some of our shareholders and presented our vision for Santa Fe Gold to them and subsequently purchased stock for cash so we could proceed with our vision.  

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On August 26, 2015, the Company filed for Chapter 11 Bankruptcy protection in Delaware in order to secure the existing assets from creditor actions. Case No. 15-11761 (MFW).  Jakes Jordaan, Santa Fe’s former CEO filed in his Affidavit in Support of the firstday motion (full affidavit can be researched in the Delaware court filings. Case# 15-11761 MFW on August 26, 2015) that we have only one remaining option (plan) to have an orderly sale of all assets to satisfying qualified debt without any plan for the thereafter and he began working with Canaccord Genuity Inc. (“Canaccord”) as our investment banker to assist with these efforts. The “asset sale” took place in February 2016 and left Santa Fe Gold and Subsidiaries without any assets but with all debt.

After the dismissal of the bankruptcy case, the Company had no assets, but is still liable for all commitments and debts outstanding.  After the dismissal, the Company will divest itself from all subsidiaries and will keep only Santa Fe Gold, the parent company active.  SFG Barbados, Lordsburg Mining Company and AZCO will be dormant and all the commitments and debts will stay with the respective companies. The court set up a Trust fund that will be funded by the activities of the Summit mine for five years and the trust funds will be distributed by an independent trustee to all credit holders on record.

In connection with the prepetition negotiations of the restructuring support agreement, Waterton Global, holders of the Company’s senior notes agreed to provide the Company and the Chapter 11 Subsidiaries a debtor in possession credit facility (the “DIP Credit Agreement"). The DIP Credit Agreement provided for a multi draw term loan and net draws of $2,037,595 were received, which became available to the Company upon the satisfaction of certain milestones and contingencies. Upon emergence from bankruptcy, the Company had drawn down the entire $2,037,595 available. The Company used the funding to satisfy mainly legal expenses related to the Chapter 11 court proceedings, employee wages and benefits, and travel for the CEO. Remaining funds from the DIP funding after the dismissal was used to pay final legal fees and to fund the trust.

Pursuant to the Plan, the borrowings under the DIP Credit Agreement, at the option of the lenders to the DIP Credit Agreement, are part of the purchase price of all assets in the 363 Asset Sale. Santa Fe retained all debt not associated with the 363 asset sale and lost all assets in the process.

Santa Fe Gold failed to provide a Plan of Reorganization with the filing of protection under the Bankruptcy Codes; the significant transactions that occurred upon emergence from bankruptcy were as follows:

The approximately $ 30 million of indebtedness outstanding on account of the Company’s senior notes and unsecured claims were reinstated.  

The courts established a GUC Trust Agreement in April 2016 with Gavin/Solmones as Trustee for the benefit of all creditors less Waterton Global. A profit interest is attached to the Summit mine (formerly owned by Santa Fe Gold and its subsidiaries) with the sole benefit for the Creditors holding unsecured claims filed by each creditor with the courts.  

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

We have a total accumulated deficit of $100,397,849 at June 30, 2016. To continue as a going concern, we are dependent on continued fund raising. However, currently we have no commitment in place from any party to provide additional capital and there is no assurance that such funding will be available, or if available, that its terms will be favorable or acceptable to us.

Liquidity and Capital Resources; Plan of Operation

As of June 30, 2016, we had cash of $2,815 as compared to $69,305 at June 30, 2015, and we had a working capital deficit of $19,920,306 and had an accumulated deficit of $100,397,849.

At June 30, 2016, we were in arrears on payments totaling approximately $6.8 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm in the Santa Fe Gold Barbados subsidiary.

Results of Operations

Fiscal Year Ended June 30, 2016 Compared to Fiscal Year Ended June 30, 2015

Sales, net

During the fiscal year, there was miscellaneous sale of $6,250 as compared to the fiscal year ended June 30, 2015 of $66,884. There were no operations during the current fiscal year and from August 2016 to June 2016 we were in Chapter 11 status.

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Operating Costs and Expenses

Our operating cost incurred in our fiscal year ended June 30, 2016, decreased $2,380,603 from $6,060,328 in the fiscal year ended June 30, 2015 to $3,679,725 for the end of the current year.. Details of the major changes are as follows.

Exploration and mine related costs: The decrease in the current year of measurement aggregated $876,758. The decrease mainly consisted of write off the Mogollon Option for $876,509 in the fiscal year ended June 30, 2015.

Depreciation and amortization: In the fiscal year ended June 30, 2016, depreciation and amortization decreased $791,578 as a result of the 363 Asset Sale on February 26, 2016, at which time depreciation ceased.  

Loss on disposition of assets: We incurred a loss in our fiscal year ended June 30, 2015 of $616,428 and none in the current  

             year of measurement.

Other Income (Expense)

Other income and (expense) for the fiscal year ended June 30, 2016, was $(1,160,761) as compared to $(3,587,681) for the fiscal year ended June 30, 2015, a decrease in other expenses of $2,426,920. The net decrease in other expenses for the current year of measurement is mainly comprised of the following components: increased gain on debt extinguishment of $758,110, a decrease in interest expense of $2,599,094 and an increase in gain on derivative instruments liabilities of $1,429,392. These increases were offset by an increased loss recognized on financing costs – commodity supply agreements of $1,606,053 and a decrease in the gain on foreign currency translation of $685,937. Further information regarding the changes in the various components of Other Income (Expense) is discussed below. The increased gain on debt extinguishment of $758,110 is a result of the bankruptcy proceedings disallowing accrued royalties of $797,683 and were written off.

On June 30, 2016, the total outstanding principle and accrued interest on the IGS Secured Convertible Notes totaled $3,545,940 in US dollars on our balance sheet. The loan and accrued interest are denominated in Australian dollars (A$). This reduced gain in foreign currency translation is the result of a decrease in the US$ relative to the A$ during the current fiscal year ended on the outstanding balances in the current fiscal year.

For the fiscal year ended June 30, 2016, financing costs – commodity supply agreements totaled an increase of $1,606,053 from the prior year period of measurement and resulted in a loss of $677,996 in the fiscal year ended June 30,2016.. The financing costs for commodity supply agreements relate directly to production for the period and the subsequent delivery of refined precious metals to Sandstorm and Waterton. These financing costs are adjusted period-to-period based upon the total number of undelivered gold and silver ounces outstanding at the end of each period. The increase in the current fiscal year is driven by an increase in precious metals prices.

For the year ended June 30, 2016, the gain on derivative financial instruments totaled $1,068,664 as compared a loss of $360,728 for the comparable fiscal year ended. The changes in derivative financial instruments are non-cash items and arise from adjustments to record the derivative financial instruments at fair values. These changes are attributable mainly to adjustments to record the change in fair value for the embedded conversion feature of derivative financial instruments, warrants previously issued under our registered direct offerings, fluctuation in the market price of our common stock, which is a component of the calculation model, and the issuance of additional warrants resulting in derivative treatment. We use the Black-Scholes option pricing model to estimate the fair value of the derivative financial instruments. Because Black-Scholes uses our stock price, fluctuation in the stock prices will result in volatility to the earnings (losses) in future periods as we continue to reflect the derivative financial instruments at fair values. When required to arrive at the fair value of derivatives associated with the convertible note and warrants, a Monte Carlo model is utilized that values the Convertible Note and Warrant based on average discounted cash flow factoring in the various potential outcomes by a Chartered Financial Analyst (‘CFA”). In determining the fair value of the derivatives the CFA assumed that the Company’s business would be conducted as a going concern.

For the fiscal year ended June 30, 2016, interest expense totaled $2,405,030 as compared to $5,004,124 for the comparable prior fiscal year. The decrease is mainly attributable to no additional penalty charges by Waterton relative to the Credit Agreement in the current year of measurement and the elimination of the debt on February 26, 2016, in the 363 Asset Sale to Waterton.

Non-GAAP Measures

Throughout this report, we have provided information prepared or calculated in accordance with U.S. GAAP, in addition to various non-U.S. GAAP (“Non-GAAP”) performance measures. Since our Non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. Accordingly these measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP.

Production Statistics, Sales Statistics, and Cash Costs

15

Presented below are selected key operating measures for our Summit underground mine and Banner mill processing facility for the years ended June 30, 2016 and June 30, 2015. In the presentation of our production statistics, we utilize the terms ‘contained metals’ and ‘payable metals’. Contained metals represent the number of ounces before metallurgical losses, primarily recoveries, and payable metals deductions levied by a smelter. Payable metals represent the number of ounces after metallurgical losses, primarily recoveries, and payable metals deductions levied by a smelter. Payable metals sold represent the final number of ounces which are used to record sales.

     We suspended all mining operations in early November 2013 and placed the mine and mill on a care and maintenance program.

PRODUCTION STATISTICS

			Year Ended			Year Ended
			6/30/16			6/30/15
Production Summary
Tons Processed			0			0
Tons Processed per Day			0			0
Grade
Average Gold Grade (oz./ton)			0			0
Average Silver Grade (oz./ton)			0			0
Contained Metals
Gold (Oz.'s)			0			0
Silver (Oz's.)			0			0
SALES STATISTICS
		Year Ended			Year Ended
		6/30/16			6/30/15
Average metal prices - Realized
Gold (Oz's.)	$	0		$	1,256
Silver (Oz's.)	$	0		$	19
Payable metals sold
Gold (Oz.'s)		0			34
Silver (Oz's.)		0			1,768
Gold equivalent ounces sold
Gold Ounces		0			34
Gold Equivalent Ounces from Silver		0			37
Total Gold Equivalent Ounces		0			71
Sales (in thousands):
Gross before provisional pricing	$	0		$	76
Provisional pricing mark-to-market		0			{9		)
Gross after provisional pricing		0			67
Treatment and refining charges		0			(3		)
Sales, Net	$	0		$	64
Average realized price per gold equivalent ounce:
Gross before adjustments	$	0		$	1,230
Provisional pricing mark-to-market		0			(120		)
Gross after provisional pricing		0			1,110
Treatment and refining charges		0			(54		)
Net realized price per gold equivalent ounce	$	0		$	1,056

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CASH COST STATISTICS

		Year Ended		Year Ended
		6/30/16		6/30/15
Total Gold Equivalent Ounces Sold		0		71
Costs applicable to sales	$	0	$	40,000
Treatment & Refining Charges		0		5,383
Royalties		0		29,642
Resource Taxes		0		0
Total Operating Cash Costs	$	0	$	75,025
Operating Cash Cost per Gold Equivalent Ounce Sold	$	0	$	1,230
Operating Cash Costs	$	0	$	75,025
Royalties		0		(26,642	)
Resource Taxes		0		0
Total Cash Costs	$	0	$	45,383
Total Cash Cost per Gold Equivalent Ounce Sold	$	0	$	744

Factors Affecting Future Operating Results

Currently we have no other continuing commitment from any party to provide additional working capital, or if one becomes available, there is no certainty that its terms will be favorable or acceptable to the Company.

Off-Balance Sheet Arrangements

Stock option holders have the right to exercise stock options on a cashless basis, whereby the stock option holders can exercise their stock options without cash payments to us whereby we will issue that number of stock of common shares based upon the difference between the market price of the common shares at the time of exercise and the exercise price of the stock options being exercised.

Critical Accounting Policies

Our discussion and analysis of our consolidated financial condition and results of operations are based on the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses for each period. Critical accounting policies are defined, as policies that management believes are the most important to the portrayal of our consolidated financial condition and results of operations. These policies may require us to make difficult, subjective or complex judgments, commonly about the effects of matters that are inherently uncertain.

Our significant accounting policies are described in the audited consolidated financial statements and notes thereto. See Note 2, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements for the fiscal year June 30, 2016, describes our significant accounting policies which are reviewed by management on a regular basis. We believe our most critical accounting policies relate to asset retirement obligations, derivative instruments and variables used in the Black-Sholes option pricing model, estimates utilized, impairment of assets, revenue recognition, accounts receivable, depreciation of equipment and mine development costs, and stock-based compensation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risks includes, but is not limited to, the following risks: changes in interest rates and equity and commodity price risks. We do not use derivative financial instruments as part of an overall strategy to manage or hedge market risk.

Interest Rate Risk

We had approximately US $5.8 million indebtedness under our credit facilities at June 30, 2016. The annual interest rates is 10.0% on $450,000 for our senior subordinated convertible notes, 6% on our A$3,900,000 convertible notes and 24% on $1,745,092 bridge loan. We also have a $200,000 bridge loan with an annual interest rate at 12%. Interest rates on our debts are specified and fixed and do not fluctuate.

17

Equity Price Risk

We have in the past sought and will likely in the future seek to acquire additional funding by sale of common stock and other equity instruments. Movements in the price of our common stock have been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to issue shares of common stock or other equity at an acceptable price to meet future funding requirements.

The fair value our stock options, warrants and derivative utilizing the Black-Scholes option pricing model and is subject to the volatility of the market price of our common stock. Such fluctuations would affect stock-based compensation and its effect on earnings (losses).

18

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SANTA FE GOLD CORPORATION

 CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Years ended June 30, 2016 and 2015

19

SANTA FE GOLD CORPORATION

TABLE OF CONTENTS                                               

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	21
FINANCIAL STATEMENTS:
Consolidated Balance Sheets	22
Consolidated Statements of Operations	23
Consolidated Statement of Stockholders' Deficit	24
Consolidated Statements of Cash Flows	25
Notes to the Consolidated Financial Statements	27

20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Santa Fe Gold Corp.

We have audited the accompanying consolidated balance sheets of Santa Fe Gold Corp. and its subsidiaries (collectively, the “Company”) as of June 30, 2016 and June 30, 2015, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2016 and June 30, 2015, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Notes 2 and 17 to the consolidated financial statements, the Company filed for Chapter 11 bankruptcy and substantially all of the assets of the Company have been sold. The Company is also in default with certain covenants of its credit facility and convertible notes. As a result, substantially all of the Company’s debt is currently due and payable. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

November 14, 2017

21

SANTA FE GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS

		June 30,
		2016			2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,815		$	69,305
Other receivable		-			34,833
Prepaid expenses and other current assets		4,475			221,232
Total Current Assets		7,290			325,370
MINERAL PROPERTIES		-			599,897
PROPERTY, EQUIPMENT, AND MINE DEVELOPMENT, NET		-			16,659,231
OTHER ASSETS:
Restricted cash		-			236,628
Total Other Assets		-			236,628
Total Assets	$	7,290		$	17,821,126
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	3,710,931		$	3,824,591
Accrued liabilities		6,793,984			10,941,480
Derivative instrument liabilities		306,488			1,367,142
Senior subordinated convertible notes payable, net of unamortized discounts of          $161,814 and $258,345, respectively		3,392,435			3,443,918
Notes payable, current portion		2,363,885			10,119,569
Completion guarantee payable, net of unamortized discount of $0 and $59,586             respectively		3,359,873			3,300,287
Total Current Liabilities		19,927,596			32,996,987
LONG TERM LIABILITIES:
Asset retirement obligation		-			245,494
Total Liabilities		19,927,596			33,242,481
STOCKHOLDERS' DEFICIT:
Common stock, $.002 par value, 300,000,000 shares authorized; 221,799,662 and             142,396,648 shares issued and outstanding, respectively		443,599			284,793
Additional paid in capital		80,033,944			79,857,465
Accumulated (deficit)		(100,397,849	)		(95,563,613	)
Total Stockholders' Deficit		(19,920,306	)		(15,421,355	)
Total Liabilities and Stockholders' Deficit	$	7,290		$	17,821,126

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

22

SANTA FE GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

		Years Ended June 30,
		2016			2015
SALES, Net	$	6,250		$	66,884
OPERATING COSTS AND EXPENSES:
Costs applicable to sales		-			40,000
Exploration and mine related costs		473,497			1,350,255
General and administrative		2,072,116			2,123,540
Depreciation and amortization		1,134,112			1,925,690
Loss on disposition of assets		-			616,428
Accretion of asset retirement obligation		-			4,415
		3,679,725			6,060,328
LOSS FROM OPERATIONS		(3,673,475	)		(5,993,444	)
OTHER INCOME (EXPENSE):
Gain on debt extinguishment		821,050			62,940
Gain on bankruptcy 363 asset sale		15,309			-
Foreign currency translation		91,590			777,527
Miscellaneous income		110			8,647
Gain (loss) on derivative instrument liabilities		1,068,664			(360,728	)
Financing costs		(74,458	)		-
Financing costs - commodity supply agreements		(677,996	)		928,057
Interest expense		(2,405,030	)		(5,004,124	)
		(1,160,761	)		(3,587,681	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(4,834,236	)		(9,581,125	)
PROVISION FOR INCOME TAXES		-			-
NET LOSS	$	(4,834,236	)	$	(9,581,125	)
Basic and Diluted Per Share data
Net Loss - basic and diluted	$	(0.03	)	$	(0.07	)
Weighted Average Common Shares Outstanding:
Basic and diluted		179,328,825			135,931,166

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

23

SANTA FE GOLD CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
YEARS ENDED JUNE 30, 2016 and 2015

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		(Deficit)			Total
Balance, June 30, 2014	127,229,228	$	254,459	$	78,292,962	$	(85,982,488	)	$	(7,435,067	)
Sale of common stock for cash	7,375,000		14,750		587,750		-			602,500
Common stock issued for accrued compensation	4,000,000		8,000		192,000		-			200,000
Common stock issued for debt settlement	792,420		1,584		40,413		-			41,997
Common stock issued for services and  compensation	1,200,000		2,400		59,640		-			62,040
Costs associated with options issued & vesting	-		-		456,393		-			456,393
Common stock issued for conversion of note payable and interest	1,800,000		3,600		65,300		-			68.900
Derivative settlement due to conversions	-		-		163,007		-			163,007
Net (loss)	-		-		-		(9,581,123	)		(9,581,125	)
Balance, June 30, 2015	142,396,648	$	284,793	$	79,857,465	$	(95,563,613	)	$	(15,421,355	)
Sale of common stock for cash	7,500,000		15,000		(7,500	)	-			7,500
Exercise of warrants for cash	7,500,000		15,000		(7,500	)	-			7,500
Common stock issued for consulting	3,739,187		7,478		61,661		-			69,139
Common stock issued for compensation	14,217,561		28,436		(14,218	)	-			14,218
Common stock issued for conversion of note payable interest	46,446,266		92,892		53,955		-			146,847
Derivative settlement due to conversions	-		-		90,081		-			90,081
Net (loss)	-		-		-		(4,834,236	)		(4,834,236	)
Balance, June 30, 2016	221,799,662	$	443,599	$	80,033,944	$	(100,397,849	)	$	(19,920,306	)

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

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SANTA FE GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years Ended June 30,
		2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,834,236	)	$	(9,581,125	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,134,112			1,925,690
Stock-based compensation		14,217			456,393
Cost associated with warrants		-			602,297
Stock issued for services		69,139			62,040
Amortization of discounts on notes payable		260,874			162,227
Accretion of asset retirement obligation		-			4,415
(Gain) loss on derivative instrument liabilities		(1,068,664	)		360,728
Mogollon option costs		-			876,509
(Gain) on 363 asset sale		(15,309	)		-
Loss on equipment disposal		-			616,428
(Gain) on debt extinguishment		(821,050	)		(62,940	)
Financing costs – commodity supply agreements		677,996			(928,057	)
Non-cash interest expense, debt adjustment		-			715,257
Financing costs		74,458			-
Foreign currency translation		(91,590	)		(777,527	)
Net change in operating assets and liabilities:
Other receivable		34,833			(20,566	)
Inventory		-			40,000
Prepaid expenses and other current assets		177,173			25,839
Accounts payable and accrued liabilities		2,068,962			4,377,308
Net Cash Used in Operating Activities		(2,319,085	)		(1,145,086	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of assets		-			54,333
Increase in restricted cash		-			(4,912	)
Net Cash Provided by in Investing Activities		-			49,421
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock and exercise of warrants		15,000			602,500
Proceeds from notes payable		-			200,000
Proceeds from convertible notes payable		-			275,000
Merger advance		-			20,000
Proceeds from DIP funding and bridge loan		2,520,958			-
Repayments of DIP funding		(283,363	)		-
Payments on notes payable		-			(16,355	)
Net Cash Provided by Financing Activities		2,252,595			1,081,145
DECREASE IN CASH AND CASH EQUIVALENTS		(66,490	)		(14,520	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		69,305			83,825
CASH AND CASH EQUIVALENTS, END OF YEAR	$	2,815			$                69,305

(Continued)

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SANTA FE GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)  

		Years Ended June 30,
		2016		2015
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-	$	473
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Common stock issued for accrued compensation	$	-	$	200,000
Liabilities released in the 363 asset sale	$	16,416,537	$	-
Common stock issued for convertible notes and accrued interest conversion	$	146,848	$	68,900
Settlement of derivative liabilities through conversion	$	90,081	$	163,007
Discounts on notes payable due to derivatives	$	98,091	$	275,000
Common stock issued for settlement of other payables	$	-	$	104,037

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

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SANTA FE GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2016 AND 2015

NOTE 1 – NATURE OF OPERATIONS

Santa Fe Gold Corporation (the “Company”, “our” or “we”) is a U.S. mining company incorporated in Delaware in August 1991. Our general business strategy is to acquire, explore, develop and mine mineral properties. The Company elected on August 26, 2015, to file for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) and that case was dismissed on June 15, 2016. The Summit Silver-Gold Project, the Lordsburg Copper Project, Black Canyon Mica Project, Planet MIO Project, all claims and other assets were lost in the process. As the Company emerged from the bankruptcy we had a management team of two with no assets. The Company is in the process of raising equity funds to acquire new mining claims, a potential processing plant or arrangements with a processing plant in an acceptable geographic location to potential new mining claims.  

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Going Concern

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

The Company has incurred a loss of $4,834,236 for the fiscal year ended June 30, 2016, and has a total accumulated deficit of $100,397,849 and a working capital deficit at June 30, 2016 of $19,920,306. The Company currently has no source of generating revenue. The prior operations were suspended all mining operations and placing the mine and mill on a care and maintenance program in November 2013 for lack of working capital.

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

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

On June 30, 2016, the Company was in default on payments of approximately $6.8 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Azco Mica, Inc., a Delaware corporation, The Lordsburg Mining Company, a New Mexico corporation and Santa Fe Gold Barbados Corporation, a Barbados corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain items in these consolidated financial statements have been reclassified to conform to the current year’s presentation.

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported

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amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates under different assumptions or conditions.

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

Fair Value of Financial Instruments

The carrying values of cash, miscellaneous receivables, accounts payable and accrued liabilities approximated their related fair values as of June 30, 2016, and 2015, due to the relatively short-term nature of these instruments.

Cash and Cash Equivalents

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

Other Receivable

As of June 30, 2016 the Company has no receivables and at June 30, 2015 had a $34,833 other receivable for a refund of insurance.

Property, Equipment and Mine Development

Property and Equipment

Property and equipment are carried at cost. Maintenance and repairs that do not improve or extend the life of the respective assets are expensed as incurred. Expenditures for new property or equipment and expenditures that extend the useful lives of existing property and equipment are capitalized and recorded at cost. Upon retirement, sale or other disposition, the cost and accumulated amortization are eliminated and the gain or loss is included in operations. Depreciation is taken over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of the property and equipment are shown below. Land is not depreciated.

	Estimated Useful Life
Leasehold improvements	3 Years
Office furniture and equipment	3 Years
Mine processing equipment and buildings	7 – 20 Years
Plant	3 – 9 Years
Tailings	3 Years
Environmental and permits	7 Years
Asset retirement obligation	5 Years
Automotive	3 – 5 Years
Software	5 Years

All property and equipment on the Company’s books was sold with the 363 Asset Sale in February 2016.

Mine Development

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

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

Mine development is amortized using the units-of-production method based upon estimated recoverable ounces in proven and probable reserves. To the extent that these costs benefit an entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific ore body. Currently, with no claims or mines in our possession, no development costs are incurred.

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All mine development on the Company’s books was sold with the 363 Asset Sale in February 2016.

Idle Equipment

No equipment remained in the Company’s possession after the 363 Asset Sale on February 2016.

Mineral Properties

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

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

No mineral properties remained in the Company’s possession after the 363 Asset Sale in February 2016.

Impairment of Long-Lived Assets

We re-evaluated the carrying value of the mine equipment, mine improvements and mineral properties in connection with filing of Chapter 11 in August 2015 subsequent to our current fiscal year ended.  It was determined in our audit that impairment was not required for our fiscal years ended June 30, 2015 and 2016, for mine equipment, mine development costs and mineral properties.  

No equipment, mine improvements and mineral properties remained in the Company’s possession after the 363 Asset Sale in February 2016.

Restricted Cash

Restricted cash is maintained in connection with requirements for reclamation of projects and bonding requirements for the Company’s weighmaster scale. All Reclamation Bonds are transferred to Waterton after the 363 Asset Sale in February 2016.  

Derivative Financial Instruments

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

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

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

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

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument

29

are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Reclamation Costs

Reclamation obligations are recognized when incurred and recorded as liabilities at fair value. The liability is accreted over time through periodic charges to accretion expense. The asset retirement cost is capitalized as part of the asset’s carrying value and depreciated over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The reclamation obligation is based on when spending for an existing disturbance will occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation at each mine site in accordance with ASC guidance for reclamation obligations. No reclamation costs are recorded at the end of fiscal 2016 due to the obligation being released as part of the 363 Asset Sale in February 2016.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred physically, the price is fixed or determinable, no related obligations remain and collectability is probable.

Sales of all metals products sold directly to the Company’s metals buyers, including by-product metals, are recorded as revenues upon a buyer either taking physical delivery of the metals product in the case of siliceous flux material or upon the buyer receiving all required documentation necessary to take physical delivery of the metals product in the case of concentrate (generally at the time the product is loaded onto a shipping vessel at the originating port and the bill of lading is generated).

Revenues for metals products are recorded at current market prices at the time of delivery and are subsequently adjusted to the current market prices existing at the end of each reporting period. Due to the period of time existing between delivery and final settlement with the buyer, the Company estimates the prices at which sales will be settled. Changes in metals prices between delivery and final settlement will result in adjustments to revenues previously recorded.

Sales of metals products are recorded net of charges from the buyer for treatment, refining, smelting losses, and other negotiated charges. Charges are estimated upon shipment of product based on contractual terms, and actual charges do not vary materially from estimates. Costs charged by smelters include a metals payable fee, fixed treatment and refining costs per ton of product.

Income Taxes

The Company accounts for income taxes using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. A valuation allowance is recorded when it is more likely than not that deferred tax assets will be unrealizable in future periods. As of June 30, 2016 and 2015, the Company has recorded a valuation allowance against the full amount of its net deferred tax assets. The inability to foresee taxable income in future years makes it more likely than not that the Company will not realize its recorded deferred tax assets in future periods.

Net Loss Per Share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. For the years ended June 30, 2016 and 2015, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive.

Stock-Based Compensation

In connection with terms of employment with the Company’s executives and employees, the Company occasionally issues options to acquire its common stock. Awards are made at the discretion of the Board of Directors. Such options may be exercisable at varying exercise prices and generally vest over a period of six months to a year.

The Company accounts for share based compensation on the grant date fair value of the award. The Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share-based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and

30

interest rates, and to allow for actual exercise behavior of option holders. The compensation cost is recognized over the expected vesting period. Share based payments to nonemployees are valued at the earlier or a commitment date or completion of services.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASC updated No. 2014-09, Revenue from Contracts with Customers (Topic 606 (ASU 2014-09). Under the amendments in this update, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update are effective for fiscal years and interim periods within those years beginning after December 15, 2016. Early adoption is not permitted. The new standard is required to be applied either retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of applying the update recognized at the date of initial application. The Company has not yet selected a transition method, and has not determined the impact, if any, that the new standard will have on its consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. This adoption of this standard does not have an effect on the Company’s reported financial position or results of operations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2016. This update contains amendments that clarify the principles for management’s assessment of an entity’s ability to continue as a going concern. Management has not determined if the adoption of this standard will have an effect on the Company’s reported financial position or results of operations.  

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.  This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within fiscal years beginning after December 15, 2019.  ASU No 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The adoption of this standard will not have a material impact on the Company’s financial position or results of operations.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. As a result of the adoption, stock-based compensation excess tax benefits or tax deficiencies will be reflected in the consolidated statement of operations within the provision for income taxes rather than in the consolidated balance sheet within additional paid-in capital. The amount of the impact to the provision for income taxes will depend on the difference between the market value of share-based awards at vesting or settlement and the grant date fair value. The amendment is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessing the impact of this pronouncement to its consolidated financial statements.

In November 2016, the FASB has issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), which provides guidance on how restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This amendment is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of this pronouncement to its Consolidated Statements of Cash Flows.

In May 2017, FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, which would be the Company's fiscal year ending March 31, 2019. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. While the Company does not expect the adoption of ASU 2017-09 to have a material effect on its business, the Company is still evaluating any potential impact that adoption of ASU 2017-09 may have on its financial position, results of operations or cash flows.

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

NOTE 3 – MINERAL PROPERTIES

Mineral properties were comprised of acquisition costs related to properties in New Mexico and Arizona, as shown below as of June 30, 2016 and 2015:

		2016		2015
Summit property, Grant Country, NM	$	-	$	119,000
Banner property, Hidalgo County, NM		-		230,897
New Planet property, La Paz County, AZ		-		250,000
	$	-	$	599,897

All mineral properties were part of the 363 Asset Sale on February 26, 2016. See Note 17 – 363 Asset Sale.

NOTE 4 - PROPERTY, EQUIPMENT AND MINE DEVELOPMENT

Property, equipment, and mine development consists of the following at June 30, 2016 and 2015:

		2016		2015
Office furniture and equipment	$	-	$	37,779
Land		-		163,000
Mine processing equipment and buildings		-		7,134,631
Plant		-		8,135,732
Tailings		-		1,726,677
Environmental and permits		-		267,078
Mine development		-		13,709,831
Asset retirement obligation		-		221,367
Automotive		-		280,785
Software		-		87,848
		-		31,764,728
Accumulated depreciation and amortization		-		(15,105,497	)
	$	-	$	16,659,231

All property, plant and equipment were part of the 363 Asset Sale on February 26, 2016. See Note 17 – 363 Asset Sale.

During fiscal year ended June 30, 2015, we recognized a loss on equipment disposal of $616,428. The loss was attributable to equipment returned to a vendor for sale with a loss recognized of $670,761 and was offset by a gain on the sale of idle equipment with a zero value of $54,333. During the fiscal years ended June 30, 2016 and 2015, depreciation and amortization expense was $1,134,112 and $1,925,690, respectively.

NOTE 5 - ACCRUED LIABILITIES

Accrued liabilities consist of the following at June 30, 2016 and 2015:

		2016		2015
Interest	$	2,589,993	$	6,304,917
Vacation		15,771		41,214
Deferred and accrued payroll burden		239,262		360,354
Franchise taxes		8,695		8,695
Royalties (calculated as a percentage of net smelter proceeds to a royalty holder)		-		757,251
Merger costs, net		269,986		269,986
Other		19,578		19,579
Audit		20,000		20,000
Property taxes		215,524		92,367
Commodity supply agreements		3,415,175		3,067,117
	$	6,793,984	$	10,941,480

The decrease in accrued royalties is a result of the bankruptcy proceedings disallowing accrued royalties $797,683 and the amount was written off as a gain on extinguishment of debt. The bankruptcy proceedings also disallowed accrued expenses to a royalty holder aggregating $23,367 and the amount was written off as a gain on extinguishment of debt

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NOTE 6 - DERIVATIVE INSTRUMENT LIABILITIES

The fair market value of the derivative instruments liabilities were determined utilizing the Black-Scholes option pricing model for warrants and certain convertible notes and to arrive at the fair value of derivatives associated with certain other convertible notes, a Monte Carlo model was utilized that values the Convertible Notes based on average discounted cash flow factoring in the various potential outcomes. In determining the fair value of the derivatives it was assumed that the Company’s business would be conducted as a going concern at June 30, 2016.

Utilizing the two methods, the aggregate fair value of the derivative instruments liability was determined to be $306,488 as of June 30, 2016. The following assumptions were utilized in the Black Scholes option pricing model: (1) risk free interest rate of 0.01% to 1.01%, (2) remaining contractual life of 0.13 to 3.77 years, (3) expected stock price volatility of 171% to 307%, and (4) expected dividend yield of zero. The following assumptions were utilized in the Monte Carlo model: (1) features in the note that were analyzed and incorporated into the model included the conversion feature with the reset provisions, (2) redemption provisions and the default provisions, (3) there are four primary events that can occur; payments are made in cash; payments are made with stock; the Holder converts the note; or the Company defaults on the note,(4) stock price of $0.0009 to $0.1760 was utilized, (5)  notes convert with variable conversion prices based on the lesser range from of $0.0425  or $0.125 or a fixed rate of 60% or 65% of  either the low 20 or 25 TD, depending on the lender and (6) annual volatility for each valuation period was based on the historic volatility of the Company of 391%.

Based upon the change in fair value, the Company has recorded a non-cash gain on derivative instruments for the year ended June 30, 2016, of $1,068,664.

The table below show the loss on the derivative instruments liability for the years ended June 30, 2016 and 2015. 

Year Ended June 30, 2016

		Derivative		Derivative		Valuation Change
		Liability as of		Liability as of		for the year ended
		June 30, 2015		June 30, 2016		June 30, 2016
Purchase Agreement Warrants and Convertible Debt	$	1,367,142	$	306,488	$	1,060,654
Derivatives recognized as debt discounts						98,091
Derivative liability written off to equity upon conversions						(90,081	)
Gain on Derivatives					$	1,068,664

Year Ended June 30, 2015

		Derivative		Derivative		Valuation Change
		Liability as of		Liability as of		for the year ended
		June 30, 2014		June 30, 2015		June 30, 2015
Purchase Agreement Warrants and Convertible Debt	$	292,124	$	1,367,142	$	(1,075,018	)
Derivatives recognized as debt discounts						275,000
Derivative liability written off to equity upon conversions						(163,007	)
Amount allocated to warrants at inception						602,297
Loss on Derivatives					$	(360,728	)

The entire amount of derivative instrument liabilities are classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date.

NOTE 7 – COMPLETION GUARANTEE PAYABLE

At June 30, 2012, the Company calculated the completion guarantee payable provided by Amendment 1. Based upon the provisions of the Agreement and the related completion guarantee test, incremental financing charges totaling $504,049 were recognized in Other Expenses and accrued at June 30, 2012. These accrued charges, combined with the remaining uncredited liability totaled $3,359,873 and $3,300,287, net of unamortized discount of $nil and $59,586, at June 30, 2016 and 2015, respectively, and are reported as completion guarantee payable. Amortized discounts of $59,586 were expensed as interest expense during the current fiscal year.

NOTE 8 –CONVERTIBLE NOTES PAYABLE

Senior Subordinated Convertible Notes

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On October 30, 2007, the Company completed the placement of 10% Senior Subordinated Convertible Notes of $450,000. The notes were placed with three accredited investors for $150,000 each and bear interest at 10% per annum. The notes had term of 60 months at which time all remaining principal and interest was due. Interest accrued for 18 months from the date of closing. Interest on the outstanding principal balance was payable in quarterly installments commencing on the first day of the 19th month following the transaction closing. In connection with the transaction, the Company issued a five year warrant for each $2.50 invested, for a total of 180,000 warrants, each warrant giving the note holder the right to purchase one share of common stock at a price of $1.25 per share. All issued warrants have expired. At the option of the holders of the convertible notes, the outstanding principal and interest was convertible at any time into shares of the Company’s common stock at conversion price of $1.25 per share. The notes were to be automatically converted into common stock if the weighted average closing sales price of the stock exceeded $2.50 per share for ten consecutive trading days. The shares underlying the notes are to be registered on request of the note holders, provided the weighted average closing price of the stock exceeds $1.50 per share for ten consecutive trading days.

On October 31, 2012, the notes with the three accredited investors became due and payable. On January 15, 2013, the maturity dates for the convertible senior subordinated notes aggregating $450,000 were extended for a period of two years from the original maturity date. Additionally, the convertible price of the notes was reduced to $0.40 and the automatic conversion price of $2.50 was reduced to $0.80. In connection with the extension of the notes, 562,500 warrants were issued with a strike price of $0.40 and term of two years from the original maturity dates. All issued warrants have expired.

At June 30, 2016 and 2015, the outstanding principal balance and accrued interest on the senior subordinated convertible notes, was $450,000 and $450,000, and $144,500 and $98,749, respectively, and classified as current. The notes are currently due and in default.

Convertible Secured Notes

In October and November 2012, the Company received advances totaling A$3,900,000 (A$ - Australia dollars), representing cash proceeds of $3,985,000, from International Goldfields Limited (ASX: IGS) in fulfillment of an important condition of the Binding Heads of Agreement dated October 8, 2012 between the Company and IGS. The funds were advanced by way of two secured convertible notes. The convertible notes bear interest at a rate of 6% per annum, have a three-year term, and were secured by the Company’s contractual rights to the Mogollon property. The Company has the right to prepay the notes at any time without any premium or penalty. Should the Company fail to repay the notes on the maturity date or should an event of default occur, then IGS may choose to have the outstanding amounts repaid in the Company’s shares at a conversion rate equal to the daily volume weighted average sales price for the twenty trading days immediately preceding the date of conversion.

On June 30, 2016 and 2015, the total outstanding principal balance on the IGS Secured Convertible Note totaled $2,903,316 and $2,985,606, respectively, and accrued interest was $642,624 and $479,396, respectively. The note is currently due and in default at June 30, 2016.

On October 31, 2015,  the note became convertible and the CFA computed an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the embedded conversion option was $98,091. During the year ended June 30, 2015 amortization of loan discount was recognized as interest expense of $48,251 and the unamortized discount was $49,840 at June 30, 2016.

IGS never submitted a conversion notice and in March 2017 reached an agreement with the Company for a cash settlement of $88,283 on the outstanding principle and accrued interest as payment in full. The settlement amount was paid by wire transfer in April 2017.

Convertible Unsecured Notes

On October 22, 2014, the Company signed a $500,000 Convertible Note with an accredited investor and received a consideration of net proceeds $75,000, net an original issue discount (“OID) of $8,333. The Consideration on the Note has a Maturity date of two years from the Effective Date and has a 10% OID component attached to it. The Company may repay the Consideration at any time on or before 120 days from the Effect Date and there would be no interest due on the Consideration. If the Company does not repay a Consideration on or before 120 days from its Effective Date, a one- time interest charge of 12% shall be applied to the principal sum. If the Company does not pay a Consideration prior to the 120-day period, the Company may not make further payments on this Note prior to Maturity Date without written approval from the Investor. The Investor may pay additional Consideration to the Company in such amounts and at such dates as the Investor may choose in its sole discretion. During the fiscal year ended June 30, 2015, the investor converted note principle of $68,900 into 1,800,000 shares of restricted common stock. During the fiscal year ended June 30, 2016, the investor converted the balance of the note principle and added interest charges of $24,433 into 916,078 shares of restricted common stock.

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The original consideration contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $78,529 in the period ending December 31, 2014. During the fiscal years ended June 30, 2016 and 2015, amortization of loan discounts was recognized as interest expense of $20,185 and $54,815, respectively.

On February 25, 2015, a second consideration tranche of $50,000 was delivered under this Convertible Note under the same terms and conditions, net of and OID charge of $5,556. The tranche consideration contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $105,556 in the period ending March 31, 2015. During the fiscal years ended June 30, 2016 and 2015, amortization of loan discounts was recognized as interest expense of $60,973 and $1,250, respectively. During the fiscal year ended June 30, 2016, the investor converted principle and added interest charges aggregating $62,223 converted into 27,522,855 shares of restricted common stock.

On June 24, 2015, a third Consideration tranche of $50,000 was delivered under this Convertible Note under the same terms and conditions, net of and OID charge of $5,556. The tranche consideration contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $90,395 in the period ending June 30, 2015. During the fiscal years ended June 30, 2016, $6,666 was added to the note principle and note discount and amortization of the loan discount was recognized as interest expense of $5,541 and $593, for the fiscal years ended June 30, 2016 and 2015, respectively. No note conversions were made on the note during the fiscal years ended June 30, 2016 and 2015. During fiscal year ended June 30, 2016, $31,111 in default t charges was added to the note balance. At June 30, 2016 and 2015 the note balance was $93,333 and $55,556, respectively and the unamortized loan discount was $56, 088 and $54,963, respectively.

The conversion price with this investor is the lesser of $0.0425 or 65% of the lowest trade price in the 25 trading days previous to the conversion date. At June 30, 2016, the three note tranches had aggregated outstanding principal, discounts and accrued interest of $93,333, and a conversion price of $0.00035. Subsequent to June 30, 2016 the note was not converted and was retired for $90,000 in installments, the final installment made on January 25, 2017.

On January 20, 2015 the Company signed a $250,000 Convertible Note with an accredited Investor and received on January 20, 2015, a consideration of net proceeds $50,000, net of an OID of $5,556. The consideration on the Note has a Maturity date of two years from payment of each consideration and has a 10% OID component attached to it. A one- time interest charge of 12% is applied to the principal sum on the on the date of the consideration. The Note principal and interest shall be paid at Maturity date or sooner as provided within the Note and conversion provisions. The Investor may pay additional consideration to the Company in such amounts and at such dates as the Investor may choose in its sole discretion. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $228,200, in the period ending March 31, 2015.

On June 9, 2015, a second Consideration tranche of $50,000 was delivered under this Convertible Note under the same terms and conditions, net of an original issue discount (“OID) of $5,556. The tranche consideration contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $54,270 in the period ending June 30, 2015. During the fiscal years ended June 30, 2016 and 2015, amortization of loan discounts on the two notes was recognized as interest expense of $66,388 and $2,220, respectively. During the fiscal year ended June 30, 2016, the investor converted the note principle and added interest charges of $60,192 into 18,007,333 shares of restricted common stock. During the fiscal year ended June 30, 2016, penalties and default charges of $43,347 were added to the note balances. At June 30, 2016 and 2015, the note balances were $107,599 and $124,444, respectively and the unamortized loan discounts were $55,886 and $122,224, respectively.

During the twelve month period, a total of $146,848 of principle and added interest charges were converted into a total of 46,446,266 shares of restricted common stock.

The conversion price with this investor is the lesser of $0.125 or 60% of the lowest trade price in the 25 trading days previous to the conversion date. At June 30, 2016, the two note tranches had aggregated outstanding principal $107,599 and had a conversion price of $$0.0003. Subsequent to June 30, 2016, the note was not converted and was retired for $93,000 in installments, the final installment made on September 6, 2016.

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The components of the convertible notes payable are as follows:

June 30, 2016:		Principal		Unamortized
		Amount		Discount			Net
Current portion	$	3,554,249	$	(161,814	)	$	3,392,435
Long-term portion, net of current		-		-			-
	$	3,554,249	$	(161,814	)	$	3,392,435

June 30, 2015:		Principal		Unamortized
		Amount		Discount			Net
Current portion	$	3,702,263	$	(258,345)		$	3,443,918
Long-term portion, net of current		-		-			-
	$	3,702,263	$	(258,345	)	$	3,443,918

NOTE 9 – SENIOR SECURED GOLD STREAM CREDIT AGREEMENT

On December 23, 2011, the Company and its subsidiaries entered into a Senior Secured Gold Stream Credit Agreement (the “Credit Agreement”) with Waterton. The Credit Agreement provided for two $10 million tranches and a $5 million revolving working capital facility. On December 23, 2011, the Company closed the first $10 million tranche of the Credit Agreement. The second $10 million tranche was earmarked for fund but was not drawn down. On February 26, 2016, the note balance was $7,755,685 and accrued interest was $5,746,404 and these amounts were eliminated with the 363 Asset Sale where Waterton received all the assets of the Company for all debt and any other agreement obligations as agreed on in the bankruptcy filings in August 2015.

Debtor in Possession Financing

In connection with the prepetition negotiations of the restructuring support agreement, Waterton Global Value LP (“Waterton”), holders of the Company’s senior notes agreed to provide the Company and the Chapter 11 Subsidiaries a debtor in possession credit facility (the “DIP Credit Agreement"). The DIP Credit Agreement provided for a multi draw net term loan of which a net $2,037,595 was advanced, which became available to the Company upon the satisfaction of certain milestones and contingencies. Waterton also initially advanced a Bridge loan of $200,000 and also charged a structuring fee of $32,203. Pursuant to the Plan the borrowings under the Bridge loan and DIP Credit Agreement, at the option of the lenders to the DIP Credit Agreement, are part of the purchase price of all assets in the “363 Asset Sale”.  Net advances under the DIP Credit Agreement at February 26, 2016, were  $2,237,595 along with the accrued interest and fees aggregating $101,421and were eliminated with the 363 Asset Sale where Waterton received all the assets of the Company for all debt and any other agreement obligations as agreed on in the bankruptcy filings in August 2015.

NOTE 10 – NOTES PAYABLE

Pursuant to Share Exchange Agreement (the "Share Exchange Agreement") with Canarc Resource Corp., a British Columbia, Canada corporation whose common shares are listed on the TSX Exchange under the symbol CCM ("Canarc") on July 15, 2014, the Company and Carnac entered into an interim financing facility pursuant to which Canarc advanced a $200,000 loan to the Company and a $20,000 merger advance.. The loan bears interest at a rate of 1% a month and is due and payable upon the closing of a gold bond financing by the Company or January 15, 2015, if the financing does not close. The financing did not close under this Agreement and this amount is outstanding at June 30, 2016 and 2015 and is in default. Accrued interest on note at June 30, 2016 and 2015 is $47,402 and $23,334, respectively.  

On June 1, 2012, the Company entered into an installment sales contract for $593,657 to purchase certain equipment. The term of the agreement is for 48 months at an interest rate of 5.75%, with the equipment securing the loan. The balance owed on the note was $398,793 and $398,793 at June 30, 2016 and 2015, respectively and accrued interest of $59,238 and $36,307, respectively. The Company has been unable to make its monthly payments since November 2013, is currently in default and the equipment has been returned to the vendor for sale and remains unsold at June 30, 2016.

In conjunction with the Merger Agreement, Tyhee and the Company entered into a Bridge Loan Agreement, pursuant to which Tyhee was obligated to advance up to $3 million to the Company in accordance with the terms thereof. Tyhee advanced the Company only $1,745,092 under the Bridge Loan as of June 30, 2014. The Bridge Loan bears an annual interest rate of 24%. At this time the Company and Tyhee are in disagreement as to the due date of the Bridge Loan. Tyhee has provided the Company with purported notice of default under the Bridge Loan Agreement. The Company has numerous claims against Tyhee resulting from the Merger Agreement, Tyhee’s failure to fund the total $3 million under the Bridge loan Agreement and Tyhee’s allocation of the proceeds from

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the Bridge Loan Agreement. At June 30, 2014, the Company recorded merger expenses that are due to Tyhee of $269,986 and is included in Accrued Liabilities at June 30, 2016 and 2015. This amount is net of a break fee of $300,000 due to the Company from Tyhee. Accrued interest on note at June 30, 2016 and 2015 was $990,657 and $570,687, respectively.  

The following summarizes notes payable, including the Senior Secured Gold Stream Credit Agreement, at:

		June 30,			June 30,
		2016			2015
Working capital advances, interest at 1% per month, due January 15, 2015	$	200,000		$	200,000
Merger advance		20,000			20,000
Installment sales contract on equipment, interest at 5.75%, payable in 48 monthly installments of $13,874, including interest through July 2016.		398,793			398,793
Unsecured bridge loan note payable, interest at 2% monthly, payable August 17, 2014, six months after the first advance on the bridge loan.		1,745,092			1,745,092
Senior Secured Gold Stream Credit Agreement, interest at 9.00% per annum, payable monthly in arrears, principal payments deferred to July 2012; principal installments are $425,000 for July and August 2012, $870,455 monthly for September 2012 through June 2013 and $445,450 in July 2013; Note amended October 9, 2012, principal installments of $1,082,955 due October 2012, $500,000 November 2012, $0 due December 2012 and January 2013, $3,852,275 February 2013, $870,455 March through June 2013, and $445,450 in July 2013.		-			7,755,684
Total Outstanding Notes Payable		2,363,885			10,119,569
Less: Current portion		(2,363,885	)		(10,119,569	)
Notes payable, net of current portion and discount	$	-		$	-
The aggregate maturities of notes payable as of June 30, 2016 and 2015	$	2,363,885		$	$ 10,119,569

NOTE 11 – FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

The Company’s financial instruments consist of derivative instruments which are measured at fair value on a recurring basis. The derivatives are measured on their respective origination dates, at the end of each reporting period and at other points in time when necessary, such as modifications, using Level 3 inputs in accordance with GAAP. The Company does not report any financial assets or liabilities that it measures using Level 1 or 2 inputs. The fair value measurement of financial instruments and other assets as of June 30, 2016 and 2015 are as follows:

						June 30,
	Level 1	Level 2		Level 3		2016
Assets:
None	--	---		---		---
Liabilities:
Derivative instruments	---	---	$	306,488	$	306,488

						June 30,
	Level 1	Level 2		Level 3		2015
Assets:
None	---	---		---		---
Liabilities:
Derivative instruments	---	---	$	1,367,142	$	1,367,142

NOTE 12 - CONTINGENCIES AND COMMITMENTS

Chapter 11 Bankruptcy

On August 26, 2015, the Company filed for Chapter 11 Bankruptcy protection in Delaware in order to secure the existing assets from creditor actions. Case No. 15-11761 (MFW).  Jakes Jordaan, Santa Fe’s CEO filed in his Affidavit in Support of the first day motion (full affidavit can be researched in the Delaware court filings. Case# 15-11761 MFW on August 26, 2015) that we have only one remaining option (plan) to have an orderly sale of all assets to satisfying qualified debt without any plan for the thereafter and he began working with Canaccord Genuity Inc. (“Canaccord”) as our investment banker to assist with these efforts. The “asset sale” took place in February 2016 and left Santa Fe Gold and Subsidiaries without any assets but with all debt.

After the dismissal of the bankruptcy case, the Company will have no assets, but is still liable for all commitments and debts outstanding.  SFG Barbados, Lordsburg Mining Company and AZCO will be dormant and all the commitments and debts will stay with the respective companies. The court set up a Trust fund that will be funded by the activities of the Summit mine for 5 years and the trust funds will be distributed by an independent trustee to all credit holders on record.

Upon receiving the Certification of Counsel Regarding Satisfaction of Conditions in Debtors’ Motion to dismiss Chapter 11 Cases, on June 15, 2016, the Company received the Court Order Dismissing the Chapter 11 Case under the Bankruptcy Code.

Office and Real Property Leases

On August 01, 2015, the Company moved the office to a single room located in Albuquerque, NM, at the home of the CFO for a monthly rent of $500 until the Company is required to lease increased office space due to additional personnel requirements.

Rental expense totaled $6,000 and $23,518 for the years ended June 30, 2016 and 2015, respectively.

Title to Mineral Properties

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

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NOTE 13 - STOCKHOLDERS’ (DEFICIT)

Common Stock Issuances

During the fiscal year ended June 30, 2016, the Company:

(i)	Issued 3,739,187 shares of restricted common stock for  consulting services at a value of $69,139 on the dates of issuance;
(ii)	Issued an aggregate of 18,007,333 shares of restricted common stock to an accredited investor for the partial conversion of  convertible notes aggregating $60,192, and
(iii)	Issued an aggregate of 28,438,933 shares of restricted common stock to an accredited investor for the partial conversion convertible notes aggregating $86,656;
(iv)	Issued 14,217,561 shares of restricted common stock for  compensation at a value of $14,217 on the date of issuance;
(v)	Sold 7,500,000 shares of restricted common stock for $7,500, and
(vi)	Received $7,500 for the exercise of warrants for 7,500,000 shares of restricted common stock.

The issuance of the restricted common shares during our fiscal year 2016, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof because such issuance did not involve a public offering.

During the fiscal year ended June 30, 2015, the Company:

(i)	Sold  7,375,000 shares of restricted common stock for cash proceeds of $602,500;
(ii)	Issued an aggregate of 4,000,000 shares of restricted common stock to five creditors in settlement aggregate of $200,000 of debt;
(iii)	Issued 792,240 shares of restricted common stock to a creditor valued at $41,998 for settlement of a debt of $106,978. The Company recorded a gain of $64,980 on the extinguishment of the debt;
(iv)	Issued 800,000 shares of restricted common shares to each of two related party creditors, in settlement of $40,000 of debt. The market value of the stock issued was $41,360 and the Company recorded a loss of $1,360 on the extinguishment of the debt;
(v)	Issued 400,000 shares of restricted common shares to a creditor, in settlement of $20,000 of debt. The market value of the stock issued was $20,680 and the Company recorded a loss of $680 on the extinguishment of the debt and,
(vi)	During the year ended June 30 2015, issued 1,800,000 of restricted common stock in partial conversion of an aggregate of $68,900 in principal and accrued interest under a promissory note.

The issuance of the restricted common shares during our fiscal year 2015, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof because such issuance did not involve a public offering.

Warrants

During the fiscal year ended June 30, 2016, the Company issued7,500,000 warrants at $0.001 as part of a private placement to accredited investors and the warrants were exercised on the issuance date.

During the fiscal year ended June 30, 2015, the Company:

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(i)	On November 25, 2014, in connection with a private placement of 3,375,000 shares of the Company’s common stock, the Company issued 3,375,000 warrants expiring on December 30, 2015, giving the holder the right to purchase common stock at $0.06 per share. Using the Black-Scholes option pricing model, the fair market value of the warrants at the time of issuance was determined to be $126,082. The warrants were valued using the following significant assumptions: (1) a risk free interest rate of 0.14%, (2) expected life of 1.1 years, (3) expected stock price volatility of 228% and (4) expected dividend yield of zero.
(ii)	On February 6, 2015, in connection with a private placement of 3,000,000 shares of the Company’s common stock, the Company issued 3,000,000 and 240,000 fully vested warrants to the note holder and an individual for placement fees, respectively, expiring on February 6, 2019, giving the holders the right to purchase common stock at $0.15 per share. Using the Black-Scholes option pricing model, the fair market value of the warrants at the time of issuance was determined to be $334,671. The warrants were valued using the following significant assumptions: (1) a risk free interest rate of 1.26%, (2) expected life of 4 years, (3) expected stock price volatility of 152% and (4) expected dividend yield of zero.
(iii)	On April 7, 2015, in connection with a private placement of 1,000,000 shares of the Company’s common stock, the Company issued 1,000,000 fully vested warrants to the note holder, expiring on April 7, 2019, giving the holder the right to purchase common stock at $0.15 per share. Using the Black-Scholes option pricing model the warrants were valued at $131,192 using the following significant assumptions: (1) a risk free interest rate of 1.26%, (2) expected life of 4 years, (3) expected stock price volatility of 155% and (4) expected dividend yield of zero.
(iv)	On May 13, 2015, in connection with a private placement of the Company’s common stock, the Company issued 80,000 fully vested warrants to an individual for placement fees, expiring on May 13, 2019, giving the holder the right to purchase common stock at $0.15 per share. Using the Black-Scholes option pricing model the warrants were valued at $10,352 using the following significant assumptions: (1) a risk free interest rate of .97%, (2) expected life of 4 years, (3) expected stock price volatility of 179% and (4) expected dividend yield of zero.

Stock Options and the 2007 Equity Incentive Plan

At the Company’s Annual Meeting on July 24, 2007, the stockholders approved the 2007 Equity Incentive Plan ("2007 EIP"). The 2007 EIP became effective on July 25, 2007, and will terminate on July 24, 2017. A maximum of 8,000,000 shares of common stock are reserved for the grant of non-qualified stock options, incentive stock options, restricted stock awards and other stock awards under the 2007 EIP. The 2007 EIP replaces the Company’s 1989 Stock Option Plan, which terminated on April 30, 2007.

The purpose of the 2007 EIP is to provide the employees, non-employee directors, and consultants who are selected for participation in the 2007 EIP with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the Company’s operations by relating increases in compensation to increases in stockholder value, so that the income of the participants in the 2007 EIP is more closely aligned with the financial interests of the Company’s stockholders. The 2007 EIP is also intended to provide a financial incentive that will enable the Company to attract, retain and motivate the most qualified directors, employees, and consultants.

Options Granted or Modified

During the fiscal year ended June 30, 2016, the Company issued no options.

During the year ended June 30, 2016, the Board modified the strike price on 7,5000,000 options granted to two corporate  

Officers and a Board member from $0.05 to $0.001, the closing market price on the date of the modification.

During the fiscal year ended June 30, 2015, the Company;

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(i)	Pursuant to Share Exchange Agreement with Canarc Resource Corp., the Company granted five year stock options outside of the 2007 EIP for 7,500,000 shares of common stock at an exercise price of $0.055, the closing price on the date of grant. The stock options vest 100% upon the closing of a qualified financing. The expiry date is July 15, 2019 if a qualified financing is consummated, or October 15, 2014 if a qualified financing is not consummated by October 31, 2014. A qualified financing is debt or equity financing of at least $20.0 million. The Share Exchange Agreement provided that it will terminate, unless a closing of the transactions contemplated shall have occurred on or before October 31, 2014. The transactions did not close, and the Share Exchange Agreement terminated pursuant to its terms on October 31, 2015. The associated granted options did not vest and expired on October 15, 2014 according to the terms of the grant.
(ii)	On October 17, 2014, the Company granted outside of the 2007 EIP, 2,500,000 four year options at an exercise price of $0.05 per share to each of the two officers of the Company and a director, with the options vested on the date of the grant. The options were valued at $281,388 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.391%, (2) expected life of 2.0 years, (3) stock price volatility of 170.017% and (4) expected dividend yield of zero. Stock-based compensation of $281,388 was recorded during the quarter ended December 31, 2014. The closing price on the date of the grant was $0.0488.
(iii)	On December 31, 2014, the Company granted outside of the 2007 EIP an aggregate 3,500,000 four year options at an exercise price of $0.05 per share to three employees of the Company, with the options vested on the date of the grant. The options were valued at $130,099 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.671%, (2) expected life of 2.0 years, (3) stock price volatility of 188.108% and (4) expected dividend yield of zero. Stock-based compensation of $130,099 was recorded during the quarter ended December 31, 2014. The closing price on the date of the grant was $0.0459.
(iv)	On January 2, 2015, the Company granted 100,000 five year options at an exercise price of $0.07 per share to each of the two directors, the closing price on the date of grant and the options vested on the date of the grant. The options were valued at $11,740 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.86%, (2) expected life of 2.5 years, (3) stock price volatility of 176.55% and (4) expected dividend yield of zero. Stock-based compensation of $11,740 was recorded during the quarter ended March 31, 2015.

Stock option and warrant activity, both within the 1989 Stock Option Plan and 2007 EIP and outside of these plans, for the years ended June 30, 2016 and 2015 are as follows:

	Stock Options				Stock Warrants
				Weighted				Weighted
				Average				Average
	Number of			Exercise	Number of			Exercise
	Shares			Price	Shares			Price
Outstanding at June 30, 2014	8,925,000		$	0.24	25,283,511		$	0.62
Granted	18,700,000		$	0.05	7,695,000		$	0.11
Canceled	(15,115,000	)	$	0.14	(12,082,457	)		.75
Expired	---		$	---	---		$	---
Exercised	---			---	---		$	---
Outstanding at June 30, 2015	12,510,000		$	0.07	20,896,054		$	0.37
Granted	---		$	---	7,500,000		$	0.001
Canceled	(4,110,000	)	$	0.09	(10,452,620	)	$	0.38
Expired	(25,000	)	$	0.36	---		$
Exercised	---				(7,500,500 )			0.001
Outstanding at June 30, 2016	8,375,000		$	0.02	10,443,434		$	0.35

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Stock options and warrants outstanding and exercisable at June 30, 2016, are as follows:

	Outstanding and Exercisable Options							Outstanding and Exercisable Warrants
			Weighted							Weighted
			Average							Average
			Contractual		Weighted					Contractual		Weighted
Exercise			Remaining		Average		Exercise			Remaining		Average
Price	Outstanding	Exercisable	Life		Exercise		Price	Outstanding	Exercisable	Life		Exercise
Range	Number	Number	(in Years)		Price		Range	Number	Number	(in Years)		Price
$0.001	7,500,000	7,500,000	2.30	$	0.001	$	0.15	4,320,000	4,320,000	2.63	$	0.15
$0.07	200,000	200,000	3.51	$	0.07	$	0.38	523,434	523,434	1.21	$	0.38
$0.08	200,000	200,000	2.51	$	0.08	$	0.40	4,500,00	4,500,000	1.08	$	0.40
$0.14	200,000	200,000	2.10	$	0.14	$	0.87	500,000	500,000	0.09	$	0.87
$0.32	100,000	100,000	1.14	$	0.32	$	1.00	600,000	600,000	0.36	$	1.00
$0.36	175,000	175,000	1.28	$	0.36
	8,375,000	8,375,000						10,443,434	10,443,434
	Outstanding Options		2.29	$	0.02		Outstanding Warrants			1.65	$	0.35
	Exercisable Options		2.29	$	0.02		Exercisable Warrants			1.65	$	0.35

As of June 30, 2016, the aggregate intrinsic value of all stock options and warrants vested and expected to vest was $0 and the aggregate intrinsic value of currently exercisable stock options and warrants was $97,500. The intrinsic value of each option or warrant share is the difference between the fair market value of the common stock and the exercise price of such option or warrant share to the extent it is "in-the-money". Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the quarter and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.014 closing stock price of the common stock on June 30, 2016. The total number of in-the-money options and warrants vested and exercisable as of June 30, 2016 was 7,500,000.

The total intrinsic value associated with options exercised during the year ended June 30, 2016 was $0. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option or warrant holder to exercise the options.

The total fair value of options and warrants granted during the year ended June 30, 2016 was approximately $0. The total grant-date fair value of option and warrant shares vested during the year ended June 30, 2016 was $0.

The Company adopted its 2007 EIP pursuant to which the Company reserved and registered 8,000,000 shares stock and option grants. As of June 30, 2015, there were 4,550,000 shares available for grant under the 2007 Plan, excluding the 1,310,000 options outstanding under the 2007 Plan.

NOTE 14- INCOME TAXES

The Company has had no income tax expense or benefit since July 1, 1997, because of operating losses. Deferred tax assets and liabilities are determined based on the estimated future tax effect of differences between the financial statement and tax reporting basis of assets and liabilities, as well as for net operating loss carry forwards, given the provisions of existing tax laws. The Company files income tax returns in the U.S. and state jurisdictions and there are open statutes of limitations for taxing authorities to audit the Company’s tax returns from years ended June 30, 2012 through the current period.

The approximate income tax benefit is computed by applying the U.S. federal income tax rate of 35% to net (loss) before taxes for the fiscal years ended after June 30, 2012, and 34% for the prior year periods.

		2016			2015
Tax benefit at the federal statutory rate	$	1,737,087		$	2,318,833
State tax benefit		372,233			496,893
Expiration of state operating benefit		(395,871	)		(432,984	)
Prior year true-up		---			822,038
(Increase) in valuation allowance		(1,713,449	)		(3,204,780	)
Income tax expense	$	---		$	---

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The components of the deferred tax assets at June 30, 2016 and 2015 are as follows:

Deferred Tax Asset		2016			2015
Federal net operating loss carry forwards	$	34,269,743		$	32,532,656
State net operating loss carry forwards		3,280,936			3,304,574
Valuation allowance		(37,550,679	)		(35,837,230	)
Net deferred tax asset	$	---		$	---

In assessing the realizability of estimated deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Due to the Company’s history of losses, the deferred tax assets are fully offset by a valuation allowance as of June 30, 2016 and 2015.

At June 30, 2016, the Company had estimated federal tax basis net operating loss carry forwards for federal income tax purposes of approximately $99.5 million. Net operating losses for federal income tax purposes may be carried back for two years and forward for twenty years. The net operating losses expire in varying amounts from June 30, 2019 to 2036.

At June 30, 2016, the Company had estimated state tax basis net operating loss carry forwards for state income tax purposes of approximately $43.7 million. Net operating losses for state income tax purposes may be carried forward for five years. These losses expire in varying amounts from June 30, 2016 to 2021.

NOTE 15 – RELATED PARTY TRANSACTIONS    

In the fiscal years ended June 30, 2016 and 2015, the Jordaan Law Firm billed for legal services $0 and $31,753, respectively. Amounts owed at June 30, 2016 and 2015 was $191,267 and $421,385, respectively.

Accrued wages for Mr. Jordan at June 30, 2016 and 2015 were $78,520 and $237,989, respectively.

On August 1, 2015, the Company leased a home office space from the Company CFO for $500 a month for the corporate administrative office in Albuquerque, NM until such time growth requires a larger corporate administrative office.

On June 5, 2016, the Company issued 15,956,748 shares to employees (CEO & CFO) and to some consultants associated with the Company for their efforts to keep the Company functioning. On December 12, 2016, the employees and consultant returned 15,956,748 shares to the treasury in order to be able to raise more funds to acquire additional assets.

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

NOTE 16 – LEGAL PROCEEDINGS

All legal proceedings stayed with the filing of Chapter 11 bankruptcy. At the time of the bankruptcy filing several litigations were filed in several courts. Santa Fe believes that the following suits will be stayed pursuant to the Bankruptcy Code. After dismissal of the Chapter 11 filings, we have not been notified of any of the below cases if they will continue or not.

Boart Long year Company v. Lordsburg Mining Company, Case No. D-2-2-CV-2015- 06048

County of Bernalillo, NM;

Boart Longyear Company v. Lordsburg Mining Company, Case No. D-721-CV-2015- 00058

County of Sierra, NM;

Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165

County of Quintero, NM. Series of collection cases by Boart Longyear Company, who obtained Utah judgment for equipment delivered to Lordsburg Mining Company

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Santa Fe Gold Corporation v. Tyhee Gold Corp., Brian K. Briggs, SRK Consulting (US), Inc., and Bret Swanson, Case No: 14CV032866, District Court, Denver County, Colorado

Santa Fe is seeking damages for breach of the Confidentiality Agreement as well as for conversion of Santa Fe’s confidential information. Tyhee Gold Corp. has filed a counter-claim for tortuous interference with prospective contractual relationships with Koza Gold.

Wagner Equipment Co. v. Lordsburg Mining Company, Case No. D-2014-02372

County of Bernalillo, NM 28 Collection case by Wagner equipment, who obtained judgment for equipment delivered to Lordsburg Mining Company.

In October 2013, Lone Mountain Ranch, LLC, owner of the surface estate overlying our Ortiz gold property, filed a lawsuit against the Company and our lessor, Ortiz Mines, Inc. The lawsuit seeks to clarify Lone Mountain Ranch's rights and obligations under the split estate regime. Specifically, Lone Mountain Ranch seeks a declaratory judgment that it may participate in permit hearings, agency proceedings, and private activities related to the permitting of the Ortiz project without being in violation of common law duties to not interfere with development of the mineral estate. The Company conducted a strategic evaluation as whether or not to continue with the Ortiz Gold Project. Given the public opposition to the Ortiz Gold Project, Santa Fe has decided not to further pursue the Ortiz Gold Project. Lone Mountain Ranch LLC sued Ortiz Mines Inc against any mining activities on the property, and Santa Fe Gold was only a co-defender.  With the bankruptcy, we, SFG, were dismissed.

We are in litigation with two vendors for claims for approximately $140,400 and $125,876, respectively against us. If the Company is unsuccessful in raising additional funding, we may not be able to pay resolve these lawsuits and our business may not continue as a going concern. In the event we cannot raise the necessary capital or we cannot restructure through negotiated modifications, we may be required to effect under court supervision pursuant to a voluntary bankruptcy filing under Chapter 11 or Chapter 7 of the U.S. Bankruptcy Code (“Chapter 11 or “Chapter 7”). See “Risk factors.” The claims were against Lordsburg Mining company, were stayed during the proceedings and all claims remained.    

We are in litigation with a purported royalty holder of our Summit Silver Gold Project. The purported royalty holder is seeking $500,000 in past due royalty payments and a return of the Summit mine. The Company believes that it has valid defenses against the claims has filed numerous counter-claims and cross-claims seeking damages significantly in excess of $500,000 If the Company is unsuccessful in the litigation or in raising additional funding, we may not be able to resolve this lawsuits and our business may not continue as a going concern. In the event we cannot raise the necessary capital or we cannot restructure through negotiated modifications, we may be required to effect under court supervision pursuant to a voluntary bankruptcy filing under Chapter 11 or Chapter 7 of the U.S. Bankruptcy Code (“Chapter 11 or “Chapter 7”).  In the bankruptcy proceedings the court ordered Waterton to pay back royalties in the amount of $125,000 and Summit Minerals is entitled to additional $2,125,000 royalties when the Summit mine starts operating.

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. Other than the above-described litigation, as of June 30, 2016, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

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

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

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NOTE 17 – BANKRUPTCY AND RELATED 363 ASSET SALE

In August 26, 2015, the Company filed for Chapter 11 Bankruptcy protection in Delaware in order to secure the existing assets from creditor actions. Case No. 15-11761 (MFW).  Jakes Jordaan, Santa Fe’s former CEO, filed in the Affidavit in Support of the first day motion (full affidavit can be researched in the Delaware court filings. Case# 15-11761 MFW on August 26, 2015) that we have only one remaining option (plan) to have an orderly sale of all assets to satisfying qualified debt without any plan for the thereafter and he began working with Canaccord Genuity Inc. (“Canaccord”) as our investment banker to assist with these efforts. The “asset sale” took place in February 2016 and left Santa Fe Gold and Subsidiaries without any assets and with remaining debt.

After the dismissal of the bankruptcy case, the Company has no assets, but is liable for all commitments and debts that remain outstanding.  Santa Fe Gold Barbados, The Lordsburg Mining Company and AZCO will be dormant and all the commitments and debts will stay with the respective companies. The court set up a Trust fund that will be funded by the activities of the Summit mine for five years and the trust funds will be distributed by an independent trustee to all credit holders of record.

On February 26, 2016, Waterton completed the acquisition of substantially all of the Company’s assets pursuant to an Asset Purchase Agreement dated February 26, 2016.

Waterton, as the only successful bidder for Santa Fe’s assets, eliminated all pre-petition agreements, all amounts of loans, interest and gold stream agreements that was owed to them prior to the filings of the chapter 11 and also the DIP funding that was put in place during the proceedings for all assets belonging to Santa Fe and its subsidiaries. All assets were free and clear of liens, claims, mortgages, pledges and interest of any kind without limitation in the transfer. The sale is a binding and valid transfer with all rights, title and interest in the acquired assets. At the time of the agreement all debt owed to Waterton is eliminated, but all other liabilities to unsecured lenders stay in effect.

The table below summarizes the carrying value of the assets sold and the liabilities disposed in the 363 Asset Sale as of asset transfer on February 26, 2016:

	February 26, 2016
Assets Sold
Restricted cash	$236,628
Prepaid expenses and other current  assets	39,584
Property, plant and equipment, net	4,992,154
Mine development properties, net	10,532,965
Mineral properties, net	599,897
	$16,401,228
Liabilities Disposed
Notes payable	$9,993,280
Accrued interest	5,815,622
Asset retirement obligation	245,494
DIP fees	32.203
Accrued CSA fees	329,938
Total	$16,416,537
Net gain on the Asset 363 Sale	$15,309

NOTE 18 – SUBSEQUENT EVENTS

Recent Issuances of Unregistered Securities

In the period from July 2016 through June 2017, the Company sold an aggregate of 40,844,368 units. Each unit consisted of one common share and one common stock warrant. The warrants had a term of 5 years and an exercise price ranging from $0.001 to $0.10. All warrants were immediately exercised resulting in the issuance of an additional 40,844,368 common shares. The Company received aggregate proceeds of $2,708,483 from these sales and warrant exercises. In connection with this offering, the Company incurred placement fees consisting of a cash fee of 10% of the full combined dollar amount of units placed in the offering plus warrants exercisable for 10% of the shares and warrants included in the units placed with exercise prices ranging from $0.001 to $0.10. To date, no placement agent fee warrants have been issued. The Company incurred a cash fee amounting to $272,348 in connection with this raise.

In addition, between July 2017 and October 17, 2017, the Company has an additional $2,623,281 for additional equity purchases from a private overseas investment company and a number of associated investors. The stock and warrant shares have

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not been issued at this time and the stock certificates and warrant shares (approximately 32,787,500 shares at this time) will be issued at the same time and the same price. In connection with this offering, the Company has incurred placement fees consisting of a cash fee of 10% of the full combined dollar amount of units placed in the offering plus warrants exercisable for 10% of the shares and warrants included in the units placed. To date, no placement agent fee warrants have been issued. The Company has incurred a cash fee amounting to $262,328 in connection with this raise.

On August 1, 2016, the Company issued to a lender 2,120,000 shares of common stock and the shares were returned to the Company on September 13, 2016, due to a pre-existing agreement with the Company.

On December 12, 2016, employees and a consultant returned 15,956,748 shares to the treasury in order to be able to raise more funds to acquire additional assets.

On November 16, 2015, the Olson estate returned 6,956,750 shares on, into the Treasury for no consideration. The shares were added back into the treasury on August 1, 2016, by our transfer agent upon completion of necessary documentation by the estate for the legal transfer.

On September 20 and 23, 2016, the Company issued contractors 3,300,000 shares restricted common stock for services.

On December 17, 2016, the Company issued to a contractor 200,000 shares for services.

On January 25, 2017, the Company issued contractor 200,000 shares of restricted stock for services.

Other Events

On July 19, 2016 a new company was formed: Santa Fe Acquisition LLC (“SFA”) with Tom Laws, our CEO, as the signer, for the sole purpose of acquiring assets for Santa Fe Gold (“SFG”). On September 25, 2017, with an effective date of July 23, 2016, the CEO assigned ownership of SFA to Santa Fe Gold whereby SFG became to sole member of SFA resulting in SFA becoming a wholly owned subsidiary of SFG.  All major purchases were made through the SFA Company for the benefit of SFG, with the funding provided by SFG.

On December 9, 2016, the Company retained International Monetary ("IM") as its Investment Banking & Strategic Advisory firm to provide capital resources, structure financing, proprietary investor relations services, advice on maximizing growth and valuation, M&A advisory and counsel to the Company's management on other strategic decisions. IM is to receive 6 installment payments of $6,000 and 2% of the Company’s common stock on a fully diluted basis amounting to 5,665,360 shares issued at the time of signing the contract. In addition, IM is entitled to additional common shares amounting to 2% of the Company’s common stock on a fully diluted basis six month from the date of the agreement.

Between April 10, 2017 and October 13, 2017 Santa Fe Gold transferred approximately $2.5 million to acquire properties for Santa Fe Gold and the staking of all the claims currently owned by Santa Fe Gold. The announcement was made on September 17, 207 that we acquired 100% of Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company, which includes formerly optioned AG1 Silver Mine and all lands surrounding the project to include potential Porphyry Silver Discovery and all rights to same. These transactions are summarized below:

- On April 10, 2017, the Company delivered $500,000 to be held in escrow pending, and to be applied as part of the purchase price due under an agreement with Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company to acquire 100% of the issued and outstanding capital stock for a cash purchase price in the aggregate amount of $3,000,000, to be paid over time as stated in the Bullard’s Peak agreement.

- On August 18, 2017, the Company signed the Bullard’s Peak Agreement and delivered an additional $100,000 towards the purchase price.

- On August 30, 2017, the Company delivered an additional $900,000 to Bullard’s Peak towards the purchase price under terms of the Agreement.

- On September 08, 2017, the Company delivered $500,000 to Bullard’s Peak towards the purchase price under terms of the Agreement.

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- On September 14, 2017, the Company acquired 100% of Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company, pending two more payment to be delivered at the end October and November 2017.

- On October 13, 2017, the Company delivered $500,000 to Bullard’s Peak towards the purchase price under terms of the Agreement.

On April 10, 2017 we reached a non-disclosure agreement with our prior CEO, Mr. Jordaan, about his outstanding back wages and amounts due for legal services rendered to the Company prior assuming the position of CEO. Mr. Jordaan resigned as CEO and from the board effective May 6, 2016.  

On February 2, 2017, an investor returned 18,000,000 shares to the Company and were returned to the transfer agent and cancelled and are deducted from the outstanding shares. The shares are to be re-issued at a later time and the obligation will be accounted for as a derivative liability at the fair value of the shares and marked to market at each balance sheet date.

On October 22, 2014, the Company signed a $500,000 and $250,000 Convertible Note, from two investors, from which we drew down tranches aggregating $275,000. The note holders converted a portion of the advances and default penalties to restricted common stock and at September 30, 2015, the notes and related default penalties had an aggregate outstanding balance of $200,932. In January 2017 the note holders agreed to take cash settlements aggregating $183,000 to satisfy the outstanding obligations.

On December 14, 2016 the trust, established by the bankruptcy court to protect the creditors, paid $354,458 to the recorded creditors and Santa Fe Gold will record this as Trust Forgiveness Revenues.

On August 5, 2016 we contacted 19 creditors and note holders of the Santa Fe Gold and made an offer in compromise:  “the company respectfully hereby offers a cash payment to you, in consideration of your discharge and release of any and all outstanding (non-trust) claims, in the amount of Three (3%) per cent of the present principal balance otherwise owed.” Six of the creditors did not accept our offer and thirteen did. All payments were made in accordance with the settlement terms in March 2017. The combined creditors balance was $357,778 and was settled for $10,734.  The outstanding notes settled were the: IGS note and Interest that aggregated $3,580,432 and was settled for $88,282 and three note holders each had a note for $150,000 with accrued interest aggregating $625,875 and was settled for $13,500. In total $112,516 was disbursed for debt aggregating $4,564,085 and the Company recorded $4,451,569 as forgiveness of debt.

Proceeds from the sale of our equity were used to secure claims in the southern part of New Mexico. Between September 14, 2016 and November 04, 2016, we secured claims and paid $9,328 for BLM filing fees, these claims have a 5% royalty attached. As of October 2017, we have the rights to 24 claims. We are currently in negotiations with other existing mines for which we may have to pay royalties or establish a partnership if an agreement is reached.

On July 26, 2017 the board changed the price for 7,500,000  options from $.001  (Board meeting May 05, 2016) to $.002.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company changed our Independent Registered Public Accounting Firm for the audit for the current fiscal year ended June 30, 2015. Our prior Independent Registered Public Accounting Firm received sanctions from the SEC and we retained Malone Bailey, LLP as our new Independent Registered Public Accounting Firm.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

During the fiscal years ended June 30, 2016, our management, with the participation of the Chief Executive Officer and interim Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. Our Chief Executive Officer and Interim Chief Financial Officer have concluded that, as of June 30, 2016, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief

47

Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. This was due to the following material weakness:

Due to the Company’s continuing financial condition, the Company had limited personnel which resulted in a lack of segregation of duties and a lack of formal reviews at multiple levels.

Inherent Limitations over Internal Controls

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that:

(i)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
(ii)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
(iii)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

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

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company’s assessment, management has concluded that its internal control over financial reporting was not effective as of June 30, 2016, due to the material weaknesses described above, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

No Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the Company’s internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Dodd-Frank Act provides an exemption from the independent auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act for small issuers that are neither a large accelerated filer nor an accelerated filer. The Company qualifies for this exemption.

ITEM 9B. OTHER INFORMATION

     None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following individuals serve as the directors and executive officers of our Company as of the date of this annual report:

Name	Age	Position	Date Elected or Appointed
Erich Hofer	56	Director	August 20, 2012
		Chairman of the Board	October 15, 2014
		Interim Chief Executive Officer	May 6, 2016 until July 31, 2016
Thomas Laws	58	Chief Executive Officer	August 01, 2016
		Director	August 01, 2016
Frank G. Muller	62	Chief Financial Officer Director	May 07, 2014 August 01, 2016

Erich Hofer, age 56, joined our board of directors in August 2012. Mr. Hofer is a finance and management executive with over 30 years of international business experience in engineering, energy, manufacturing and financial services. As principal of HFE MAC LLC since 2007, he provides management and advisory services to public and private companies and has assumed key management roles for clients, several of which have been natural resources companies. From 1999 to 2007, Mr. Hofer was CFO for three Swiss technology, manufacturing and energy management companies, and from 1995 to 1998 was financial controller for Zurich State Bank. He also served as Chief of Logistics, Colonel and a Member of General Staff in the Swiss Army. Mr. Hofer holds a MBA Degree from the University of Chicago, and three degrees, including Master of Finance, Bachelor of Economics and Bachelor of Engineering from universities in Switzerland, and received BS and MBA Degrees from the State University of New York at Buffalo.

Tom Laws, age 58, is a metallurgist and mining analyst with over 40 years of experience in the mining industry. Mr. Laws’ mining career began in Alaska operating a Placer Gold Mine. He then joined Phelps Dodge Corporation, at the time the world’s largest copper company. His role was a Metals Accounting Specialist and Cost Analyst at the Hidalgo Smelter located in Playas, New Mexico. He later moved to the Tyrone Mine in Tyrone, New Mexico. Eventually, Mr. Laws returned to the Hidalgo Smelter in Playas, New Mexico as controller.

Mr. Laws was then appointed to oversee costs and budget accounting at Chino Mines. He progressed to become a transaction specialist at Kennecott Mining. There he facilitated the Phelps Dodge Corporation purchase of Chino mines and related companies. After the transaction, Mr. Laws assumed accounting implementation and operational control of the Chino and Kennecott acquisitions for Phelps Dodge Corporation, now part of Freeport-McMoRan Inc., one of the World's largest Copper and Gold Miners.

Mr. Laws is intimately familiar with mining operations in the Southwestern United States and in particular the Arizona and New Mexico environs. With a large client base in New Mexico, Mr. Laws has worked with a number of mining companies, right up to the present, helping them to evaluate materials, economic utility and the most effective processing methods, looking to develop and optimize their mining output. His extensive area knowledge, broad experience and understanding of the local mineralogy in the mining districts of the Southwest, combined with his many years with Phelps Dodge and Kennecott, gives him a unique perspective on where the most coveted and valuable opportunities are known to exist and specialized knowledge of both large and small projects in the region, with special access and rights to some sizable ore deposits, infrastructure and mines in the area. Mr. Laws was appointed to CEO and to the board of directors of Santa Fe Gold August 1 2016.

Frank G. Mueller, age 62, joined Santa Fe Gold in June 2010 as Assistant Controller. He was promoted to Chief Financial Officer and Treasurer in May 2014. On August 01, 2016 he was appointed by majority vote to the board of directors. Mr. Mueller has 20 years of experience in accounting and financial management. Prior to his employment with Santa Fe Gold, Mr. Mueller served for six years as the Senior Business Manager for two divisions of Cornell Company, a publicly traded organization. Mr. Mueller was responsible for financial reporting, revenues, budgeting and inventory for 20 plus facilities in multiple states. Mr. Mueller holds a Bachelor of Science Degree in Business Administration, with Honors, from the University of Texas in El Paso and a Master’s Degree in Accounting from New Mexico State University.

49

Board Meetings and Committees

During fiscal 2016, our board met several times and took action by unanimous consent all the time. All of our directors attended all of the meetings of our board and its assigned committees during fiscal 2016

Our entire board considers all major decisions concerning our business. Our board has also established committees so that certain matters can be addressed in more depth than may be possible at a full board meeting. Our board’s current standing committees are as follows, with the “X” denoting the members of the committee:

	Corporate
	Governance	Audit	Compensation
Name	Committee	Committee	Committee
Employee Director:
None
Non-Employee Directors:
Erich Hofer	X(1)	X (1)

_________________
(1) Chairman

Our board will in the future, once we are back in business, adopted a charter for each committee. The charters will later be available on our website at www.santafegoldcorp.com. The information contained on our website is and will not, and should not be considered, a part of this financial statement. The information below sets out the future members of each of our board committees and summarizes the functions of each of the committees.

Nominating and Corporate Governance Committee

The primary purposes of the Committee are:

identifying individuals qualified to become directors;  

monitoring the implementation of our corporate governance guidelines; and  

overseeing the evaluation of our management and our board.  

No Committee meeting was held in the fiscal year 2016. We do not anticipate any significant change in the composition of the planned Committees prior to our next annual meeting of stockholders.

The Committee will be responsible for identifying individuals qualified to become directors and for evaluating potential or suggested director nominees.

The Committee plans to perform a preliminary evaluation of potential candidates primarily based on the need to fill any vacancies on our board, the need to expand the size of our board and the need to obtain representation in key market areas. Once a potential candidate is identified that fills a specific need, the Committee plans to perform a full evaluation of the potential candidate. This evaluation will include reviewing the potential candidate’s background information, relevant experience, willingness to serve, independence and integrity. In connection with this evaluation, the Committee may interview the candidate in person or by telephone. After completing its evaluation, the Committee will make a recommendation to the full board as to the persons who should be nominated by our board. Our board determines the nominees after considering the recommendations and a report of the Committee. To date, the Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

Audit Committee

The primary purposes of the Committee are:

assisting our board in fulfilling its oversight responsibilities by reviewing the financial information to be provided to stockholders and others;  

overseeing and evaluating our system of internal controls established by management; and  

supervising the audit and financial reporting process (including direct responsibility for the appointment, compensation and oversight of the independent auditors engaged to perform the annual audit and quarterly reviews with respect to our financial statements).  

50



Audit Committee Report

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended June 30, 2016. The information contained in this report shall not be deemed “soliciting material” or otherwise considered “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates such information by reference in such filing.

The Committee at June 30, 2016 consists of Mr. Hofer, and serves as chairman. We do not anticipate a change in the composition of the Committee prior to our next annual meeting of stockholders. Mr. Hofer is considered “independent” under the NASDAQ listing standards and applicable SEC rules. Mr. Hofer qualifies as an “audit committee financial expert” as defined by the rules promulgated by the SEC. Each Audit Committee member is able to read and understand fundamental financial statements, including our consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flows.

The Audit Committee is responsible primarily for assisting the board in fulfilling its oversight responsibility of reviewing the financial information that will be provided to stockholders and others, appointing the independent registered public accounting firm, reviewing the services performed by the Company’s independent registered public accounting firm and internal audit department, evaluating the Company’s accounting policies and the Company’s system of internal controls that management and the board have established, and reviewing significant financial transactions. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements.

In fulfilling its oversight responsibility of appointing and reviewing the services performed by the Company’s independent registered public accounting firm, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-audit related services.

The Company maintains an auditor independence policy that bans its auditors from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve the audit and non-audit services and related budget in advance, and that the Audit Committee be provided with quarterly reporting on actual spending. This policy also mandates that the Company may not enter into auditor engagements for non-audit services without the express approval of the Audit Committee.

Compliance with Section 16(a) of The Securities Exchange Act of 1934

Based solely on our review of the copies of such forms we received, or written representations from certain reporting persons, we believe that, during the fiscal year ended June 30, 2016, our officers, directors and greater than ten percent beneficial owners complied with all applicable filing requirements to the best of our knowledge.

Code of Business Conduct

Our board has adopted a code of business conduct that is applicable to all members of our board, our executive officers and our employees. We have posted our code of business conduct on our website at www.santafegoldcorp.com.

Code of Ethics for CEO and Senior Financial Officers

 Effective June 15, 2006, we adopted a Code of Ethics for CEO and Senior Financial Officers that applies to our CEO and all officers. This code was filed as an exhibit to our Annual Report on Form 10-KSB for the year ended June 30, 2006. The code summarizes the legal, ethical and regulatory standards that we must follow and is a reminder to our directors and officers of the seriousness of that commitment. Compliance with this code and high standards of business conduct is mandatory for each of our officers. As adopted, our Code of Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2) compliance with applicable governmental laws, rules and regulations;

3) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and

4) accountability for adherence to the Code of Ethics.

51

We will provide a copy of the Code of Ethics to any person without charge, upon request. Requests can be sent to: Santa Fe Gold Corporation, P.O. Box 25201, Albuquerque, NM 87125.

ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table summarizes the compensation awarded to, earned by or paid during the last two fiscal years to Named Executive Officers, including (a) our principal executive officer; (b) each of our Company’s two most highly compensated executive officers, other than the principal executive officer, and who were serving as executive officers at the end of or during the fiscal year ended June 30, 2016, and whose total compensation exceeded $100,000 per year; and (c)up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer of our Company at the end of the year ended June 30, 2016.

Summary Compensation Table

Name and
Principal
Position Year Salary
($) Bonus
($) Stock
Awards
($) Option
Awards
($) Non-
Equity
Incentive
Plan
Compensation
($) Non-
qualified
Deferred
Compensation
Earnings
($) All
Other
Compensation
($) Total
($)

Jakes Jordaan (1) Interim CEO	2016 2015	314,088 119,226	- -	- -	- -	- -	- -	- -	314,088 119,226
Frank Mueller CFO& Secretary (2)	2016 2015	85,000 85,000	- -	- -	- -	- -	- -	- -	85,000 85,000

(1)

Mr. Jordaan was appointed CEO on October 15, 2014, and served without compensation until Mach 2015. He received an annual salary of $376,906 of which only 50% was paid until August 2015 and the rest will accrue to a later date. Mr. Jordaan resigned as CEO and director on May 6, 2016. With the bankruptcy filings, all salaries were reset to the full amount payable due to the DIP funds available as discussed earlier.

(2)

Mr. Mueller received a salary of $85,000 annually, but starting in April 2014 salaries for staff were cut in half and the remainder was deferred and is still outstanding as of filing of this report.

52

Outstanding Equity Awards as of June 30, 2016

The following table summarizes the outstanding equity awards as of June 30, 2015, for each of our named executive officers:

Outstanding Equity Awards as of June 30, 2016

Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Un-exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Jakes Jordaan(1)	200,000 100,000 100,000 2,500,000	N/A	N/A N/A	0.14 0.08 0.07 0.001	08/06/2018 01/01/2019 01/02/2020 10/17/2018	N/A N/A N/A N/A	N/A N/A N/A N/A	N/A N/A N/A N/A	N/A N/A N/A N/A
Frank G. Muller	40,000 10,000 2,500,000		N/A	0.36 0.36 0.001	01/08/2017 12/31/2017 10/17/2018	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A

(1) Appointed interim CEO on June 27, 2014 until July 15, 2014. Reappointed on Oct 15, 2014 and resigned May 6, 2016 

Compensation of Directors

The following table summarizes the compensation of our Company’s directors for the fiscal year ended June 30, 2016:

Compensation of Directors

Name(1)	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)(2)	Non-Equity Incentive Plan Compen- sation ($)	Non- qualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
Jakes Jordaan (1)	-	-		-	-	-	-
Erich Hofer (2)	-	-		-	-	-	-

53

(1)Legal fees incurred to a law firm in which Jakes Jordaan is a Partner. As at June 30, 2016, a balance of $382,534 remains owed to the law firm for legal services rendered prior to becoming CEO. 

(2)Mr. Hofer received consulting fees on a monthly basis rather than a board fee.  

Effective July 1, 2013, we adopted a decrease in the annual non-employee independent director fee to $8,000 per year and a decrease in annual committee fees to $1,000 per committee membership and $500 per committee chairmanship, to be paid quarterly. All other compensation to non-employee independent directors remained as described in the preceding paragraph.

Effective July 1, 2013, we adopted the following schedule of annual fees for non-employee independent directors:

Policy for Compensation of Non-Employee Independent Directors Effective July 1, 2013
(Fees Paid Quarterly)

Quarterly Retainer:	$2,000
Attendance per Full Day Board Meeting:	$1,000
Attendance less than Full Day Board Meeting:	$500
Attendance per Telephonic Board Meeting:	$500
Annual Committee Membership:	$1,000
Annual Committee Chairmanship	$500
Attendance per Committee Meeting:	$500
Approval of Circular Resolution	$-0-
Stock Option Grants: .	Exercise price is based on the fair market value on the date of grant; five year term unless earlier terminated or exercised
Upon First Appointment to the Board:	200,000 options vesting twelve months from the date of grant.
January 1st of Each Year:	100,000 options vesting six months from the date of grant.
Expenses:	Reimbursement for out-of-pocket expenses in connection with attendance of board meetings and committee meetings.

Employment and Change in Control Agreements

On May 16, 2016, we entered into change of control agreements with our chief financial officer, who is also our secretary and treasurer. The change of control agreements provide that if there is a change of control of the Company and the individual leaves the employment of the Company, for reason other than discharge for cause, death, or disability, within six months after such change of control, the employee shall receive a lump sum cash payment of 200% of the base salary in effect at the time of change of control. In addition, the employee will continue to be covered by our medical, health, life and dental plans for 24 months after such cessation of employment.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of October 25, 2017, certain information regarding beneficial ownership of our common stock by: (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock; (ii) each director and director-nominee; (iii) each named executive officer; and (iv) all executive officers and directors as a group.

54

Name and Address of		Title of	Number of	Percent of
Beneficial Owner		Class	Shares	Class (1)
Erich Hofer		Common Stock	2,825,000(1)	1.04%
Denver, CO 80202
Sulane Holdings, Inc.		Common Stock	23,210,900(2)	8.39%
Switzerland
Jakes Jordaan		Common Stock	5,900,000(3)	2.16%
Dallas, TX 75204
Frank Mueller		Common Stock	3,244,211(4)	1.19%
Albuquerque, NM 87107
Mark Johnson		Common Stock	15,200,000	5.63%
Officers and Directors As a Group (7 Persons)		Common Stock	50,380,111(5)	15.72%
(1)	Includes options issued under the 2007 EIP to acquire 125,000 shares at an exercise price of $0.36 per share, 100,000 shares at an exercise price of $0.32 per share and 100,000 shares at an exercise price of $0.08 per share plus to acquire 2,500,000 shares at an exercise price of $0.001 per share.
(2)	Includes 13,500,000 shares issued in connection with conversion in December 2011 of convertible debentures at a conversion price of $1.00 per share. Also includes an aggregate of 1,457,360 shares that were issued for conversion of accrued interest due June 30, 2009, September 30, 2009 and December 31, 2009, and 6,750,000 warrants with an exercise price of $0.135 per share.
(3)	Includes options issued under the 2007 EIP to acquire 200,000 shares at an exercise price of $0.14 per share, 100,000 shares at an exercise price of $0.08 per share, 100,000 shares at an exercise price of $0.07 per share and non-plan options to acquire 2,500,000 shares at an exercise price of $0.001 per share.
(4)	Includes non-plan options to acquire 2,500,000 shares at an exercise price of $0.001 per share and 10,000 options at an exercise price of $0.36.
(5)	Applicable percentage of ownership is based on 270.171,342 shares of common stock outstanding as of July 25, 2017 together with securities exercisable or convertible into shares of common stock within 60 days of June 10, 2017, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of, June 30, 2016are deemed to be beneficially owned by the person holding such options for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

55

The following table contains information regarding our Equity Compensation Plans as of June 30, 2016:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
2007 Equity Incentive Plan approved by security holders	1,310,000	$0.28	4,550,000
Equity compensation plan not approved by security holders(1)	N/A	$0.16	N/A

(1) Includes certain options granted to a former executive officer pursuant to an employment agreement described in more detail under the caption “Employment Agreements”, prior to the adoption of the 2007 EIP. Also includes options granted to investor relations consultants.

2007 Equity Incentive Plan

At our Annual Meeting on July 24, 2007, the stockholders approved the 2007 Equity Incentive Plan ("2007 EIP"). The 2007 EIP became effective on July 25, 2007, and will terminate on July 24, 2017. A maximum of 8,000,000 shares of common stock are reserved for the grant of non-qualified stock options, incentive stock options, restricted stock awards and other stock awards under the 2007 EIP. The 2007 EIP replaced our 1989 Stock Option Plan, which terminated on April 30, 2007.

Directors, and consultants who are selected for participation in the 2007 EIP with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of our operations by relating increases in compensation to increases in stockholder value, so that the income of the participants in the 2007 EIP is more closely aligned with the financial interests of our stockholders. The 2007 EIP is also intended to provide a financial incentive that will enable us to attract, retain and motivate the most qualified directors, executive officers, employees, and consultants. The Compensation Committee of the board administers the 2007 EIP with respect to grants to employees, executive officers, consultants, and non-employee directors. The Committee has sole discretion to establish rules and procedures for the administration of the 2007 EIP, select the participants from among the eligible employees, non-employee directors, and consultants, determine the types of awards to be granted and the number of shares of common stock subject to each award, and set the terms and conditions of the awards.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICE

The following table discloses the fees approximate fees for professional services provided by Malone Baily, LLP for the 2016 and 2015:

		2016		2015
Audit Fees (1)	$	75,000	$	100,000
Tax Fees (2)		0		0
	$	75,000	$	100,000

(1)	Includes services rendered for audit of the Company’s consolidated financial statements, review of quarterly financial information, and assistance and issuance of consents associated with SEC filings.
(2)	Relates to services rendered for tax advice and compliance services.

56

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT AND SCHEDULES

EXHIBIT INDEX

Exhibit No.	Description	Location
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)	Provided herewith
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)	Provided herewith
32.1	Certification of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350	Provided herewith

57

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: November 14, 2017	By:	/s/ Tom Laws
		Tom Laws
		Chief Executive Officer
		(Principal Executive Officer)
Date: November 14, 2017	By:	/s/ Frank G. Mueller
		Frank G. Mueller
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Tom Laws	Chief Executive Officer, Director	November 14, 2017
Tom Laws	(Principal Executive Officer)
/s/ Frank Mueller	Chief Financial Officer, Director	November 14, 2017
Frank Mueller	(Principal Financial Officer)
/s/ Eric Hofer	Chairman of the Board, Director	November 14, 2017
Eric Hofer

 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS

FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE

NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

The registrant has not sent to its security holders any annual report covering the registrant’s fiscal year ended June 30, 2016.

58

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Tom Laws, certify that:

1.		I have reviewed this Annual Report on Form 10-K of Santa Fe Gold Corporation;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2017	/s/ Tom Laws
	Tom Laws
	Chief Executive Officer

1

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Frank Mueller, certify that:

1.		I have reviewed this Annual Report on Form 10-K of Santa Fe Gold Corporation;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2017	/s/ Frank Mueller
	Frank Mueller
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTOION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Santa Fe Gold Corporation. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

Date: November 14, 2017	/s/ Tom Laws
	Tom Laws
	Chief Executive Officer
	/s/ Frank Mueller
	Frank Muller
	Chief Financial Officer

XML

Document and Entity Information - USD ($)	12 Months Ended
	Jun. 30, 2016	Nov. 13, 2017	Dec. 30, 2016
Document And Entity Information
Entity Registrant Name	Santa Fe Gold CORP
Entity Central Index Key	0000851726
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		271,936,273
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Entity Public Float			$ 12,001,399
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2016
Trading Symbol	sfeg
Tax Identification Number (TIN)	841094315
Contained File Information, File Number	001-12974
Entity Incorporation, State Country Name	Delaware
Entity Address, Address Line One	PO Box 25201
Entity Address, City or Town	Albuquerque
Entity Address, State or Province	NM
Entity Address, Postal Zip Code	87107

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CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2016	Jun. 30, 2015
CURRENT ASSETS:
Cash and cash equivalents	$ 2,815	$ 69,305
Other receivable	0	34,833
Prepaid expenses and other current assets	4,475	221,232
Total Current Assets	7,290	325,370
MINERAL PROPERTIES	0	599,897
PROPERTY, EQUIPMENT, AND MINE DEVELOPMENT, NET	0	16,659,231
OTHER ASSETS:
Restricted cash	0	236,628
Total Other Assets	0	236,628
Total Assets	7,290	17,821,126
CURRENT LIABILITIES:
Accounts payable	3,710,931	3,824,591
Accrued liabilities	6,793,984	10,941,480
Derivative instrument liabilities	306,488	1,367,142
Senior subordinated convertible notes payable, net of unamortized discounts of $161,814 and $258,345, respectively	3,392,435	3,443,918
Notes payable, current portion	2,363,885	10,119,569
Completion guarantee payable, net of unamortized discount of $0 and $59,586 respectively	3,359,873	3,300,287
Total Current Liabilities	19,927,596	32,996,987
LONG TERM LIABILITIES:
Asset retirement obligation	0	245,494
Total Liabilities	19,927,596	33,242,481
STOCKHOLDERS' DEFICIT:
Common stock, $.002 par value, 300,000,000 shares authorized; 221,799,662 and 142,396,648 shares issued and outstanding, respectively	443,599	284,793
Additional paid in capital	80,033,944	79,857,465
Accumulated (deficit)	(100,397,849)	(95,563,613)
Total Stockholders' Deficit	(19,920,306)	(15,421,355)
Total Liabilities and Stockholders' Deficit	$ 7,290	$ 17,821,126

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2016	Jun. 30, 2015
Statement of Financial Position [Abstract]
Senior subordinated convertible notes payable, unamortized discounts	$ 161,814	$ 258,345
Completion guarantee payable, unamortized discount	$ 0	$ 59,586
Common Stock, Par Value Per Share	$ 0.002	$ 0.002
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Shares, Issued	221,799,662	142,396,648
Common Stock, Shares, Outstanding	221,799,662	142,396,648

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Income Statement [Abstract]
SALES, Net	$ 6,250	$ 66,884
OPERATING COSTS AND EXPENSES:
Costs applicable to sales	0	40,000
Exploration and mine related costs	473,497	1,350,255
General and administrative	2,072,116	2,123,540
Depreciation and amortization	1,134,112	1,925,690
Loss on disposition of assets	0	616,428
Accretion of asset retirement obligation	0	4,415
Total Operating Costs and Expenses	3,679,725	6,060,328
LOSS FROM OPERATIONS	(3,673,475)	(5,993,444)
OTHER INCOME (EXPENSE):
Gain on debt extinguishment	821,050	62,940
Gain on bankruptcy asset sale	15,309	0
Foreign currency translation	91,590	777,527
Miscellaneous income	110	8,647
Gain (loss) on derivative instrument liabilities	1,068,664	(360,728)
Financing costs	(74,458)	0
Financing costs - commodity supply agreements	(677,996)	928,057
Interest expense	(2,405,030)	(5,004,124)
Total other income (expenses)	(1,160,761)	(3,587,681)
LOSS BEFORE PROVISION FOR INCOME TAXES	(4,834,236)	(9,581,125)
PROVISION FOR INCOME TAXES	0	0
NET LOSS	$ (4,834,236)	$ (9,581,125)
Basic and Diluted Per Share data Net Loss - basic and diluted	$ (0.03)	$ (0.07)
Weighted Average Common Shares Outstanding: Basic and diluted	179,328,825	135,931,166

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated (Deficit) [Member]	Total
Beginning Balance at Jun. 30, 2014	$ 254,459	$ 78,292,962	$ (85,982,488)	$ (7,435,067)
Beginning Balance (Shares) at Jun. 30, 2014	127,229,228
Sale of common stock for cash	$ 14,750	587,750	0	602,500
Sale of common stock for cash (Shares)	7,375,000
Common stock issued for accrued compensation	$ 8,000	192,000	0	200,000
Common stock issued for accrued compensation (Shares)	4,000,000
Common stock issued for debt settlement	$ 1,584	40,413	0	41,997
Common stock issued for debt settlement (Shares)	792,420
Common stock issued for services and compensation	$ 2,400	59,640	0	62,040
Common stock issued for services and compensation (Shares)	1,200,000
Costs associated with options issued & vesting	$ 0	456,393	0	456,393
Common stock issued for conversion of note payable and accrued interest	$ 3,600	65,300	0	69
Common stock issued for conversion of note payable and accrued interest (Shares)	1,800,000
Derivative settlement due to conversion	$ 0	163,007	0	163,007
Net (loss)	0	0	(9,581,123)	(9,581,125)
Ending Balance at Jun. 30, 2015	$ 284,793	79,857,465	(95,563,613)	(15,421,355)
Ending Balance (Shares) at Jun. 30, 2015	142,396,648
Sale of common stock for cash	$ 15,000	(7,500)	0	7,500
Sale of common stock for cash (Shares)	7,500,000
Exercise of warrants for cash	$ 15,000	(7,500)	0	$ 7,500
Exercise of warrants for cash (Shares)	7,500,000			7,500,000
Common stock issued for consulting	$ 7,478	61,661	0	$ 69,139
Common stock issued for consulting (Shares)	3,739,187
Common stock issued for accrued compensation	$ 28,436	(14,218)	0	14,218
Common stock issued for accrued compensation (Shares)	14,217,561
Common stock issued for services and compensation				69,139
Common stock issued for conversion of note payable and accrued interest	$ 92,892	53,955	0	146,847
Common stock issued for conversion of note payable and accrued interest (Shares)	46,446,266
Derivative settlement due to conversion	$ 0	90,081	0	90,081
Net (loss)	0	0	(4,834,236)	(4,834,236)
Ending Balance at Jun. 30, 2016	$ 443,599	$ 80,033,944	$ (100,397,849)	$ (19,920,306)
Ending Balance (Shares) at Jun. 30, 2016	221,799,662

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,834,236)	$ (9,581,125)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,134,112	1,925,690
Stock-based compensation	14,217	456,393
Cost associated with warrants	0	602,297
Stock issued for services	69,139	62,040
Amortization of discounts on notes payable	260,874	162,227
Accretion of asset retirement obligation	0	4,415
(Gain) loss on derivative instrument liabilities	(1,068,664)	360,728
Mogollon option costs	0	876,509
(Gain) on asset sale	(15,309)	0
Loss on equipment disposal	0	616,428
(Gain) on debt extinguishment	(821,050)	(62,940)
Financing costs - commodity supply agreements	677,996	(928,057)
Non-cash interest expense, debt adjustment	0	715,257
Financing costs	74,458	0
Foreign currency translation	(91,590)	(777,527)
Net change in operating assets and liabilities:
Other receivable	34,833	(20,566)
Inventory	0	40,000
Prepaid expenses and other current assets	177,173	25,839
Accounts payable and accrued liabilities	2,068,962	4,377,308
Net Cash Used in Operating Activities	(2,319,085)	(1,145,086)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of assets	0	54,333
Increase in restricted cash	0	(4,912)
Net Cash Provided by in Investing Activities	0	49,421
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock and exercise of warrants	15,000	602,500
Proceeds from notes payable	0	200,000
Proceeds from convertible notes payable	0	275,000
Merger advance	0	20,000
Proceeds from DIP funding	2,520,958	0
Repayment of DIP funding	(283,363)	0
Payments on notes payable	0	(16,355)
Net Cash Provided by Financing Activities	2,252,595	1,081,145
DECREASE IN CASH AND CASH EQUIVALENTS	(66,490)	(14,520)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	69,305	83,825
CASH AND CASH EQUIVALENTS, END OF YEAR	2,815	69,305
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	0	473
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for accrued compensation	0	200,000
Liabilities released in the asset sale	16,416,537	0
Common stock issued for convertible notes and accrued interest conversion	146,848	68,900
Settlement of derivative liabilities through conversion	90,081	163,007
Discounts on notes payable due to derivatives	98,091	275,000
Common stock issued for settlement of other payables	$ 0	$ 104,037

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NOTE 1 - NATURE OF OPERATIONS

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 1 – NATURE OF OPERATIONS

NOTE 1 – NATURE OF OPERATIONS

Santa Fe Gold Corporation (the “Company”, “our” or “we”) is a U.S. mining company incorporated in Delaware in August 1991. Our general business strategy is to acquire, explore, develop and mine mineral properties. The Company elected on August 26, 2015, to file for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) and that case was dismissed on June 15, 2016. The Summit Silver-Gold Project, the Lordsburg Copper Project, Black Canyon Mica Project, Planet MIO Project, all claims and other assets were lost in the process. As the Company emerged from the bankruptcy we had a management team of two with no assets. The Company is in the process of raising equity funds to acquire new mining claims, a potential processing plant or arrangements with a processing plant in an acceptable geographic location to potential new mining claims.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Going Concern

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

The Company has incurred a loss of $4,834,236 for the fiscal year ended June 30, 2016, and has a total accumulated deficit of $100,397,849 and a working capital deficit at June 30, 2016 of $19,920,306. The Company currently has no source of generating revenue. The prior operations were suspended all mining operations and placing the mine and mill on a care and maintenance program in November 2013 for lack of working capital.

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

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

On June 30, 2016, the Company was in default on payments of approximately $6.8 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Azco Mica, Inc., a Delaware corporation, The Lordsburg Mining Company, a New Mexico corporation and Santa Fe Gold Barbados Corporation, a Barbados corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain items in these consolidated financial statements have been reclassified to conform to the current year’s presentation.

Estimates

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

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

Fair Value of Financial Instruments

The carrying values of cash, miscellaneous receivables, accounts payable and accrued liabilities approximated their related fair values as of June 30, 2016, and 2015, due to the relatively short-term nature of these instruments.

Cash and Cash Equivalents

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

Other Receivable

As of June 30, 2016 the Company has no receivables and at June 30, 2015 had a $34,833 other receivable for a refund of insurance.

Property, Equipment and Mine Development

Property and Equipment

Property and equipment are carried at cost. Maintenance and repairs that do not improve or extend the life of the respective assets are expensed as incurred. Expenditures for new property or equipment and expenditures that extend the useful lives of existing property and equipment are capitalized and recorded at cost. Upon retirement, sale or other disposition, the cost and accumulated amortization are eliminated and the gain or loss is included in operations. Depreciation is taken over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of the property and equipment are shown below. Land is not depreciated.

	Estimated Useful Life
Leasehold improvements	3 Years
Office furniture and equipment	3 Years
Mine processing equipment and buildings	7 – 20 Years
Plant	3 – 9 Years
Tailings	3 Years
Environmental and permits	7 Years
Asset retirement obligation	5 Years
Automotive	3 – 5 Years
Software	5 Years

All property and equipment on the Company’s books was sold with the 363 Asset Sale in February 2016.

Mine Development

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

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

Mine development is amortized using the units-of-production method based upon estimated recoverable ounces in proven and probable reserves. To the extent that these costs benefit an entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific ore body. Currently, with no claims or mines in our possession, no development costs are incurred.

All mine development on the Company’s books was sold with the 363 Asset Sale in February 2016.

Idle Equipment

No equipment remained in the Company’s possession after the 363 Asset Sale on February 2016.

Mineral Properties

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

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

No mineral properties remained in the Company’s possession after the 363 Asset Sale in February 2016.

Impairment of Long-Lived Assets

We re-evaluated the carrying value of the mine equipment, mine improvements and mineral properties in connection with filing of Chapter 11 in August 2015 subsequent to our current fiscal year ended.  It was determined in our audit that impairment was not required for our fiscal years ended June 30, 2015 and 2016, for mine equipment, mine development costs and mineral properties.  

No equipment, mine improvements and mineral properties remained in the Company’s possession after the 363 Asset Sale in February 2016.

Restricted Cash

Restricted cash is maintained in connection with requirements for reclamation of projects and bonding requirements for the Company’s weighmaster scale. All Reclamation Bonds are transferred to Waterton after the 363 Asset Sale in February 2016.  

Derivative Financial Instruments

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

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

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

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

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

Reclamation Costs

Reclamation obligations are recognized when incurred and recorded as liabilities at fair value. The liability is accreted over time through periodic charges to accretion expense. The asset retirement cost is capitalized as part of the asset’s carrying value and depreciated over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The reclamation obligation is based on when spending for an existing disturbance will occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation at each mine site in accordance with ASC guidance for reclamation obligations. No reclamation costs are recorded at the end of fiscal 2016 due to the obligation being released as part of the 363 Asset Sale in February 2016.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred physically, the price is fixed or determinable, no related obligations remain and collectability is probable.

Sales of all metals products sold directly to the Company’s metals buyers, including by-product metals, are recorded as revenues upon a buyer either taking physical delivery of the metals product in the case of siliceous flux material or upon the buyer receiving all required documentation necessary to take physical delivery of the metals product in the case of concentrate (generally at the time the product is loaded onto a shipping vessel at the originating port and the bill of lading is generated).

Revenues for metals products are recorded at current market prices at the time of delivery and are subsequently adjusted to the current market prices existing at the end of each reporting period. Due to the period of time existing between delivery and final settlement with the buyer, the Company estimates the prices at which sales will be settled. Changes in metals prices between delivery and final settlement will result in adjustments to revenues previously recorded.

Sales of metals products are recorded net of charges from the buyer for treatment, refining, smelting losses, and other negotiated charges. Charges are estimated upon shipment of product based on contractual terms, and actual charges do not vary materially from estimates. Costs charged by smelters include a metals payable fee, fixed treatment and refining costs per ton of product.

Income Taxes

The Company accounts for income taxes using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. A valuation allowance is recorded when it is more likely than not that deferred tax assets will be unrealizable in future periods. As of June 30, 2016 and 2015, the Company has recorded a valuation allowance against the full amount of its net deferred tax assets. The inability to foresee taxable income in future years makes it more likely than not that the Company will not realize its recorded deferred tax assets in future periods.

Net Loss Per Share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. For the years ended June 30, 2016 and 2015, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive.

Stock-Based Compensation

In connection with terms of employment with the Company’s executives and employees, the Company occasionally issues options to acquire its common stock. Awards are made at the discretion of the Board of Directors. Such options may be exercisable at varying exercise prices and generally vest over a period of six months to a year.

The Company accounts for share based compensation on the grant date fair value of the award. The Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share-based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. The compensation cost is recognized over the expected vesting period. Share based payments to nonemployees are valued at the earlier or a commitment date or completion of services.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASC updated No. 2014-09, Revenue from Contracts with Customers (Topic 606 (ASU 2014-09). Under the amendments in this update, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update are effective for fiscal years and interim periods within those years beginning after December 15, 2016. Early adoption is not permitted. The new standard is required to be applied either retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of applying the update recognized at the date of initial application. The Company has not yet selected a transition method, and has not determined the impact, if any, that the new standard will have on its consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. This adoption of this standard does not have an effect on the Company’s reported financial position or results of operations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2016. This update contains amendments that clarify the principles for management’s assessment of an entity’s ability to continue as a going concern. Management has not determined if the adoption of this standard will have an effect on the Company’s reported financial position or results of operations.  

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.  This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within fiscal years beginning after December 15, 2019.  ASU No 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The adoption of this standard will not have a material impact on the Company’s financial position or results of operations.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. As a result of the adoption, stock-based compensation excess tax benefits or tax deficiencies will be reflected in the consolidated statement of operations within the provision for income taxes rather than in the consolidated balance sheet within additional paid-in capital. The amount of the impact to the provision for income taxes will depend on the difference between the market value of share-based awards at vesting or settlement and the grant date fair value. The amendment is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessing the impact of this pronouncement to its consolidated financial statements.

In November 2016, the FASB has issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), which provides guidance on how restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This amendment is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of this pronouncement to its Consolidated Statements of Cash Flows.

In May 2017, FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, which would be the Company's fiscal year ending March 31, 2019. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. While the Company does not expect the adoption of ASU 2017-09 to have a material effect on its business, the Company is still evaluating any potential impact that adoption of ASU 2017-09 may have on its financial position, results of operations or cash flows.

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

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NOTE 3 - MINERAL PROPERTIES

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 3- MINERAL PROPERTIES

NOTE 3 – MINERAL PROPERTIES

Mineral properties were comprised of acquisition costs related to properties in New Mexico and Arizona, as shown below as of June 30, 2016 and 2015:

		2016		2015
Summit property, Grant Country, NM	$	-	$	119,000
Banner property, Hidalgo County, NM		-		230,897
New Planet property, La Paz County, AZ		-		250,000
	$	-	$	599,897

All mineral properties were part of the 363 Asset Sale on February 26, 2016. See Note 17 – 363 Asset Sale.

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NOTE 4 - PROPERTY, EQUIPMENT AND MINE DEVELOPMENT

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 4 - PROPERTY, EQUIPMENT AND MINE DEVELOPMENT

NOTE 4 - PROPERTY, EQUIPMENT AND MINE DEVELOPMENT

Property, equipment, and mine development consists of the following at June 30, 2016 and 2015:

		2016		2015
Office furniture and equipment	$	-	$	37,779
Land		-		163,000
Mine processing equipment and buildings		-		7,134,631
Plant		-		8,135,732
Tailings		-		1,726,677
Environmental and permits		-		267,078
Mine development		-		13,709,831
Asset retirement obligation		-		221,367
Automotive		-		280,785
Software		-		87,848
		-		31,764,728
Accumulated depreciation and amortization		-		(15,105,497	)
	$	-	$	16,659,231

All property, plant and equipment were part of the 363 Asset Sale on February 26, 2016. See Note 17 – 363 Asset Sale.

During fiscal year ended June 30, 2015, we recognized a loss on equipment disposal of $616,428. The loss was attributable to equipment returned to a vendor for sale with a loss recognized of $670,761 and was offset by a gain on the sale of idle equipment with a zero value of $54,333. During the fiscal years ended June 30, 2016 and 2015, depreciation and amortization expense was $1,134,112 and $1,925,690, respectively.

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NOTE 5 - ACCRUED LIABILITIES

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 5 - ACCRUED LIABILITIES

NOTE 5 - ACCRUED LIABILITIES

Accrued liabilities consist of the following at June 30, 2016 and 2015:

		2016		2015
Interest	$	2,589,993	$	6,304,917
Vacation		15,771		41,214
Deferred and accrued payroll burden		239,262		360,354
Franchise taxes		8,695		8,695
Royalties (calculated as a percentage of net smelter proceeds to a royalty holder)		-		757,251
Merger costs, net		269,986		269,986
Other		19,578		19,579
Audit		20,000		20,000
Property taxes		215,524		92,367
Commodity supply agreements		3,415,175		3,067,117
	$	6,793,984	$	10,941,480

The decrease in accrued royalties is a result of the bankruptcy proceedings disallowing accrued royalties $797,683 and the amount was written off as a gain on extinguishment of debt. The bankruptcy proceedings also disallowed accrued expenses to a royalty holder aggregating $23,367 and the amount was written off as a gain on extinguishment of debt

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NOTE 6 - DERIVATIVE INSTRUMENT LIABILITIES

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

DERIVATIVE INSTRUMENT LIABILITIES

NOTE 6 - DERIVATIVE INSTRUMENT LIABILITIES

The fair market value of the derivative instruments liabilities were determined utilizing the Black-Scholes option pricing model for warrants and certain convertible notes and to arrive at the fair value of derivatives associated with certain other convertible notes, a Monte Carlo model was utilized that values the Convertible Notes based on average discounted cash flow factoring in the various potential outcomes. In determining the fair value of the derivatives it was assumed that the Company’s business would be conducted as a going concern at June 30, 2016.

Utilizing the two methods, the aggregate fair value of the derivative instruments liability was determined to be $306,488 as of June 30, 2016. The following assumptions were utilized in the Black Scholes option pricing model: (1) risk free interest rate of 0.01% to 1.01%, (2) remaining contractual life of 0.13 to 3.77 years, (3) expected stock price volatility of 171% to 307%, and (4) expected dividend yield of zero. The following assumptions were utilized in the Monte Carlo model: (1) features in the note that were analyzed and incorporated into the model included the conversion feature with the reset provisions, (2) redemption provisions and the default provisions, (3) there are four primary events that can occur; payments are made in cash; payments are made with stock; the Holder converts the note; or the Company defaults on the note,(4) stock price of $0.0009 to $0.1760 was utilized, (5)  notes convert with variable conversion prices based on the lesser range from of $0.0425  or $0.125 or a fixed rate of 60% or 65% of  either the low 20 or 25 TD, depending on the lender and (6) annual volatility for each valuation period was based on the historic volatility of the Company of 391%.

Based upon the change in fair value, the Company has recorded a non-cash gain on derivative instruments for the year ended June 30, 2016, of $1,068,664.

The table below show the loss on the derivative instruments liability for the years ended June 30, 2016 and 2015. 

Year Ended June 30, 2016

		Derivative		Derivative		Valuation Change
		Liability as of		Liability as of		for the year ended
		June 30, 2015		June 30, 2016		June 30, 2016
Purchase Agreement Warrants and Convertible Debt	$	1,367,142	$	306,488	$	1,060,654
Derivatives recognized as debt discounts						98,091
Derivative liability written off to equity upon conversions						(90,081	)
Gain on Derivatives					$	1,068,664

Year Ended June 30, 2015

		Derivative		Derivative		Valuation Change
		Liability as of		Liability as of		for the year ended
		June 30, 2014		June 30, 2015		June 30, 2015
Purchase Agreement Warrants and Convertible Debt	$	292,124	$	1,367,142	$	(1,075,018	)
Derivatives recognized as debt discounts						275,000
Derivative liability written off to equity upon conversions						(163,007	)
Amount allocated to warrants at inception						602,297
Loss on Derivatives					$	(360,728	)

The entire amount of derivative instrument liabilities are classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date.

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NOTE 7 - COMPLETION GUARANTEE PAYABLE

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 7 - COMPLETION GUARANTEE PAYABLE

NOTE 7 – COMPLETION GUARANTEE PAYABLE

At June 30, 2012, the Company calculated the completion guarantee payable provided by Amendment 1. Based upon the provisions of the Agreement and the related completion guarantee test, incremental financing charges totaling $504,049 were recognized in Other Expenses and accrued at June 30, 2012. These accrued charges, combined with the remaining uncredited liability totaled $3,359,873 and $3,300,287, net of unamortized discount of $nil and $59,586, at June 30, 2016 and 2015, respectively, and are reported as completion guarantee payable. Amortized discounts of $59,586 were expensed as interest expense during the current fiscal year.

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NOTE 8 - CONVERTIBLE NOTES PAYABLE

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 8 –CONVERTIBLE NOTES PAYABLE

Senior Subordinated Convertible Notes

On October 30, 2007, the Company completed the placement of 10% Senior Subordinated Convertible Notes of $450,000. The notes were placed with three accredited investors for $150,000 each and bear interest at 10% per annum. The notes had term of 60 months at which time all remaining principal and interest was due. Interest accrued for 18 months from the date of closing. Interest on the outstanding principal balance was payable in quarterly installments commencing on the first day of the 19th month following the transaction closing. In connection with the transaction, the Company issued a five year warrant for each $2.50 invested, for a total of 180,000 warrants, each warrant giving the note holder the right to purchase one share of common stock at a price of $1.25 per share. All issued warrants have expired. At the option of the holders of the convertible notes, the outstanding principal and interest was convertible at any time into shares of the Company’s common stock at conversion price of $1.25 per share. The notes were to be automatically converted into common stock if the weighted average closing sales price of the stock exceeded $2.50 per share for ten consecutive trading days. The shares underlying the notes are to be registered on request of the note holders, provided the weighted average closing price of the stock exceeds $1.50 per share for ten consecutive trading days.

On October 31, 2012, the notes with the three accredited investors became due and payable. On January 15, 2013, the maturity dates for the convertible senior subordinated notes aggregating $450,000 were extended for a period of two years from the original maturity date. Additionally, the convertible price of the notes was reduced to $0.40 and the automatic conversion price of $2.50 was reduced to $0.80. In connection with the extension of the notes, 562,500 warrants were issued with a strike price of $0.40 and term of two years from the original maturity dates. All issued warrants have expired.

At June 30, 2016 and 2015, the outstanding principal balance and accrued interest on the senior subordinated convertible notes, was $450,000 and $450,000, and $144,500 and $98,749, respectively, and classified as current. The notes are currently due and in default.

Convertible Secured Notes

In October and November 2012, the Company received advances totaling A$3,900,000 (A$ - Australia dollars), representing cash proceeds of $3,985,000, from International Goldfields Limited (ASX: IGS) in fulfillment of an important condition of the Binding Heads of Agreement dated October 8, 2012 between the Company and IGS. The funds were advanced by way of two secured convertible notes. The convertible notes bear interest at a rate of 6% per annum, have a three-year term, and were secured by the Company’s contractual rights to the Mogollon property. The Company has the right to prepay the notes at any time without any premium or penalty. Should the Company fail to repay the notes on the maturity date or should an event of default occur, then IGS may choose to have the outstanding amounts repaid in the Company’s shares at a conversion rate equal to the daily volume weighted average sales price for the twenty trading days immediately preceding the date of conversion.

On June 30, 2016 and 2015, the total outstanding principal balance on the IGS Secured Convertible Note totaled $2,903,316 and $2,985,606, respectively, and accrued interest was $642,624 and $479,396, respectively. The note is currently due and in default at June 30, 2016.

On October 31, 2015,  the note became convertible and the CFA computed an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the embedded conversion option was $98,091. During the year ended June 30, 2015 amortization of loan discount was recognized as interest expense of $48,251 and the unamortized discount was $49,840 at June 30, 2016.

IGS never submitted a conversion notice and in March 2017 reached an agreement with the Company for a cash settlement of $88,283 on the outstanding principle and accrued interest as payment in full. The settlement amount was paid by wire transfer in April 2017.

Convertible Unsecured Notes

On October 22, 2014, the Company signed a $500,000 Convertible Note with an accredited investor and received a consideration of net proceeds $75,000, net an original issue discount (“OID) of $8,333. The Consideration on the Note has a Maturity date of two years from the Effective Date and has a 10% OID component attached to it. The Company may repay the Consideration at any time on or before 120 days from the Effect Date and there would be no interest due on the Consideration. If the Company does not repay a Consideration on or before 120 days from its Effective Date, a one- time interest charge of 12% shall be applied to the principal sum. If the Company does not pay a Consideration prior to the 120-day period, the Company may not make further payments on this Note prior to Maturity Date without written approval from the Investor. The Investor may pay additional Consideration to the Company in such amounts and at such dates as the Investor may choose in its sole discretion. During the fiscal year ended June 30, 2015, the investor converted note principle of $68,900 into 1,800,000 shares of restricted common stock. During the fiscal year ended June 30, 2016, the investor converted the balance of the note principle and added interest charges of $24,433 into 916,078 shares of restricted common stock.

 The original consideration contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $78,529 in the period ending December 31, 2014. During the fiscal years ended June 30, 2016 and 2015, amortization of loan discounts was recognized as interest expense of $20,185 and $54,815, respectively.

On February 25, 2015, a second consideration tranche of $50,000 was delivered under this Convertible Note under the same terms and conditions, net of and OID charge of $5,556. The tranche consideration contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $105,556 in the period ending March 31, 2015. During the fiscal years ended June 30, 2016 and 2015, amortization of loan discounts was recognized as interest expense of $60,973 and $1,250, respectively. During the fiscal year ended June 30, 2016, the investor converted principle and added interest charges aggregating $62,223 converted into 27,522,855 shares of restricted common stock.

On June 24, 2015, a third Consideration tranche of $50,000 was delivered under this Convertible Note under the same terms and conditions, net of and OID charge of $5,556. The tranche consideration contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $90,395 in the period ending June 30, 2015. During the fiscal years ended June 30, 2016, $6,666 was added to the note principle and note discount and amortization of the loan discount was recognized as interest expense of $5,541 and $593, for the fiscal years ended June 30, 2016 and 2015, respectively. No note conversions were made on the note during the fiscal years ended June 30, 2016 and 2015. During fiscal year ended June 30, 2016, $31,111 in default t charges was added to the note balance. At June 30, 2016 and 2015 the note balance was $93,333 and $55,556, respectively and the unamortized loan discount was $56, 088 and $54,963, respectively.

The conversion price with this investor is the lesser of $0.0425 or 65% of the lowest trade price in the 25 trading days previous to the conversion date. At June 30, 2016, the three note tranches had aggregated outstanding principal, discounts and accrued interest of $93,333, and a conversion price of $0.00035. Subsequent to June 30, 2016 the note was not converted and was retired for $90,000 in installments, the final installment made on January 25, 2017.

On January 20, 2015 the Company signed a $250,000 Convertible Note with an accredited Investor and received on January 20, 2015, a consideration of net proceeds $50,000, net of an OID of $5,556. The consideration on the Note has a Maturity date of two years from payment of each consideration and has a 10% OID component attached to it. A one- time interest charge of 12% is applied to the principal sum on the on the date of the consideration. The Note principal and interest shall be paid at Maturity date or sooner as provided within the Note and conversion provisions. The Investor may pay additional consideration to the Company in such amounts and at such dates as the Investor may choose in its sole discretion. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $228,200, in the period ending March 31, 2015.

On June 9, 2015, a second Consideration tranche of $50,000 was delivered under this Convertible Note under the same terms and conditions, net of an original issue discount (“OID) of $5,556. The tranche consideration contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note and is expensed over the life of the Note under the effective interest method. The initial carrying value of the of the embedded conversion option exceeded the net proceeds received and created a day one derivative loss of $54,270 in the period ending June 30, 2015. During the fiscal years ended June 30, 2016 and 2015, amortization of loan discounts on the two notes was recognized as interest expense of $66,388 and $2,220, respectively. During the fiscal year ended June 30, 2016, the investor converted the note principle and added interest charges of $60,192 into 18,007,333 shares of restricted common stock. During the fiscal year ended June 30, 2016, penalties and default charges of $43,347 were added to the note balances. At June 30, 2016 and 2015, the note balances were $107,599 and $124,444, respectively and the unamortized loan discounts were $55,886 and $122,224, respectively.

During the twelve month period, a total of $146,848 of principle and added interest charges were converted into a total of 46,446,266 shares of restricted common stock.

The conversion price with this investor is the lesser of $0.125 or 60% of the lowest trade price in the 25 trading days previous to the conversion date. At June 30, 2016, the two note tranches had aggregated outstanding principal $107,599 and had a conversion price of $$0.0003. Subsequent to June 30, 2016, the note was not converted and was retired for $93,000 in installments, the final installment made on September 6, 2016.

The components of the convertible notes payable are as follows:

June 30, 2016:		Principal		Unamortized
		Amount		Discount			Net
Current portion	$	3,554,249	$	(161,814	)	$	3,392,435
Long-term portion, net of current		-		-			-
	$	3,554,249	$	(161,814	)	$	3,392,435

June 30, 2015:		Principal		Unamortized
		Amount		Discount			Net
Current portion	$	3,702,263	$	(258,345)		$	3,443,918
Long-term portion, net of current		-		-			-
	$	3,702,263	$	(258,345	)	$	3,443,918

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NOTE 9 - SENIOR SECURED GOLD STREAM CREDIT AGREEMENT

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 9 - SENIOR SECURED GOLD STREAM CREDIT AGREEMENT

NOTE 9 – SENIOR SECURED GOLD STREAM CREDIT AGREEMENT

On December 23, 2011, the Company and its subsidiaries entered into a Senior Secured Gold Stream Credit Agreement (the “Credit Agreement”) with Waterton. The Credit Agreement provided for two $10 million tranches and a $5 million revolving working capital facility. On December 23, 2011, the Company closed the first $10 million tranche of the Credit Agreement. The second $10 million tranche was earmarked for fund but was not drawn down. On February 26, 2016, the note balance was $7,755,685 and accrued interest was $5,746,404 and these amounts were eliminated with the 363 Asset Sale where Waterton received all the assets of the Company for all debt and any other agreement obligations as agreed on in the bankruptcy filings in August 2015.

Debtor in Possession Financing

In connection with the prepetition negotiations of the restructuring support agreement, Waterton Global Value LP (“Waterton”), holders of the Company’s senior notes agreed to provide the Company and the Chapter 11 Subsidiaries a debtor in possession credit facility (the “DIP Credit Agreement"). The DIP Credit Agreement provided for a multi draw net term loan of which a net $2,037,595 was advanced, which became available to the Company upon the satisfaction of certain milestones and contingencies. Waterton also initially advanced a Bridge loan of $200,000 and also charged a structuring fee of $32,203. Pursuant to the Plan the borrowings under the Bridge loan and DIP Credit Agreement, at the option of the lenders to the DIP Credit Agreement, are part of the purchase price of all assets in the “363 Asset Sale”.  Net advances under the DIP Credit Agreement at February 26, 2016, were  $2,237,595 along with the accrued interest and fees aggregating $101,421and were eliminated with the 363 Asset Sale where Waterton received all the assets of the Company for all debt and any other agreement obligations as agreed on in the bankruptcy filings in August 2015.

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NOTE 10 - NOTES PAYABLE

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 10 - NOTES PAYABLE

NOTE 10 – NOTES PAYABLE

Pursuant to Share Exchange Agreement (the "Share Exchange Agreement") with Canarc Resource Corp., a British Columbia, Canada corporation whose common shares are listed on the TSX Exchange under the symbol CCM ("Canarc") on July 15, 2014, the Company and Carnac entered into an interim financing facility pursuant to which Canarc advanced a $200,000 loan to the Company and a $20,000 merger advance.. The loan bears interest at a rate of 1% a month and is due and payable upon the closing of a gold bond financing by the Company or January 15, 2015, if the financing does not close. The financing did not close under this Agreement and this amount is outstanding at June 30, 2016 and 2015 and is in default. Accrued interest on note at June 30, 2016 and 2015 is $47,402 and $23,334, respectively.  

On June 1, 2012, the Company entered into an installment sales contract for $593,657 to purchase certain equipment. The term of the agreement is for 48 months at an interest rate of 5.75%, with the equipment securing the loan. The balance owed on the note was $398,793 and $398,793 at June 30, 2016 and 2015, respectively and accrued interest of $59,238 and $36,307, respectively. The Company has been unable to make its monthly payments since November 2013, is currently in default and the equipment has been returned to the vendor for sale and remains unsold at June 30, 2016.

In conjunction with the Merger Agreement, Tyhee and the Company entered into a Bridge Loan Agreement, pursuant to which Tyhee was obligated to advance up to $3 million to the Company in accordance with the terms thereof. Tyhee advanced the Company only $1,745,092 under the Bridge Loan as of June 30, 2014. The Bridge Loan bears an annual interest rate of 24%. At this time the Company and Tyhee are in disagreement as to the due date of the Bridge Loan. Tyhee has provided the Company with purported notice of default under the Bridge Loan Agreement. The Company has numerous claims against Tyhee resulting from the Merger Agreement, Tyhee’s failure to fund the total $3 million under the Bridge loan Agreement and Tyhee’s allocation of the proceeds from the Bridge Loan Agreement. At June 30, 2014, the Company recorded merger expenses that are due to Tyhee of $269,986 and is included in Accrued Liabilities at June 30, 2016 and 2015. This amount is net of a break fee of $300,000 due to the Company from Tyhee. Accrued interest on note at June 30, 2016 and 2015 was $990,657 and $570,687, respectively.  

The following summarizes notes payable, including the Senior Secured Gold Stream Credit Agreement, at:

		June 30,			June 30,
		2016			2015
Working capital advances, interest at 1% per month, due January 15, 2015	$	200,000		$	200,000
Merger advance		20,000			20,000
Installment sales contract on equipment, interest at 5.75%, payable in 48 monthly installments of $13,874, including interest through July 2016.		398,793			398,793
Unsecured bridge loan note payable, interest at 2% monthly, payable August 17, 2014, six months after the first advance on the bridge loan.		1,745,092			1,745,092
Senior Secured Gold Stream Credit Agreement, interest at 9.00% per annum, payable monthly in arrears, principal payments deferred to July 2012; principal installments are $425,000 for July and August 2012, $870,455 monthly for September 2012 through June 2013 and $445,450 in July 2013; Note amended October 9, 2012, principal installments of $1,082,955 due October 2012, $500,000 November 2012, $0 due December 2012 and January 2013, $3,852,275 February 2013, $870,455 March through June 2013, and $445,450 in July 2013.		-			7,755,684
Total Outstanding Notes Payable		2,363,885			10,119,569
Less: Current portion		(2,363,885	)		(10,119,569	)
Notes payable, net of current portion and discount	$	-		$	-
The aggregate maturities of notes payable as of June 30, 2016 and 2015	$	2,363,885		$	$ 10,119,569

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NOTE 11 - FAIR VALUE MEASUREMENTS

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 11 – FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

The Company’s financial instruments consist of derivative instruments which are measured at fair value on a recurring basis. The derivatives are measured on their respective origination dates, at the end of each reporting period and at other points in time when necessary, such as modifications, using Level 3 inputs in accordance with GAAP. The Company does not report any financial assets or liabilities that it measures using Level 1 or 2 inputs. The fair value measurement of financial instruments and other assets as of June 30, 2016 and 2015 are as follows:

						June 30,
	Level 1	Level 2		Level 3		2016
Assets:
None	--	---		---		---
Liabilities:
Derivative instruments	---	---	$	306,488	$	306,488

						June 30,
	Level 1	Level 2		Level 3		2015
Assets:
None	---	---		---		---
Liabilities:
Derivative instruments	---	---	$	1,367,142	$	1,367,142

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NOTE 12 - CONTINGENCIES AND COMMITMENTS

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 12 - CONTINGENCIES AND COMMITMENTS

NOTE 12 - CONTINGENCIES AND COMMITMENTS

Chapter 11 Bankruptcy

On August 26, 2015, the Company filed for Chapter 11 Bankruptcy protection in Delaware in order to secure the existing assets from creditor actions. Case No. 15-11761 (MFW).  Jakes Jordaan, Santa Fe’s CEO filed in his Affidavit in Support of the first day motion (full affidavit can be researched in the Delaware court filings. Case# 15-11761 MFW on August 26, 2015) that we have only one remaining option (plan) to have an orderly sale of all assets to satisfying qualified debt without any plan for the thereafter and he began working with Canaccord Genuity Inc. (“Canaccord”) as our investment banker to assist with these efforts. The “asset sale” took place in February 2016 and left Santa Fe Gold and Subsidiaries without any assets but with all debt.

After the dismissal of the bankruptcy case, the Company will have no assets, but is still liable for all commitments and debts outstanding.  SFG Barbados, Lordsburg Mining Company and AZCO will be dormant and all the commitments and debts will stay with the respective companies. The court set up a Trust fund that will be funded by the activities of the Summit mine for 5 years and the trust funds will be distributed by an independent trustee to all credit holders on record.

Upon receiving the Certification of Counsel Regarding Satisfaction of Conditions in Debtors’ Motion to dismiss Chapter 11 Cases, on June 15, 2016, the Company received the Court Order Dismissing the Chapter 11 Case under the Bankruptcy Code.

Office and Real Property Leases

On August 01, 2015, the Company moved the office to a single room located in Albuquerque, NM, at the home of the CFO for a monthly rent of $500 until the Company is required to lease increased office space due to additional personnel requirements.

Rental expense totaled $6,000 and $23,518 for the years ended June 30, 2016 and 2015, respectively.

Title to Mineral Properties

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

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NOTE 13 - STOCKHOLDERS (DEFICIT)

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

NOTE 13 - STOCKHOLDERS (DEFICIT) EQUITY

NOTE 13 - STOCKHOLDERS’ (DEFICIT)

Common Stock Issuances

During the fiscal year ended June 30, 2016, the Company:

(i)	Issued 3,739,187 shares of restricted common stock for  consulting services at a value of $69,139 on the dates of issuance;
(ii)	Issued an aggregate of 18,007,333 shares of restricted common stock to an accredited investor for the partial conversion of  convertible notes aggregating $60,192, and
(iii)	Issued an aggregate of 28,438,933 shares of restricted common stock to an accredited investor for the partial conversion convertible notes aggregating $86,656;
(iv)	Issued 14,217,561 shares of restricted common stock for  compensation at a value of $14,217 on the date of issuance;
(v)	Sold 7,500,000 shares of restricted common stock for $7,500, and
(vi)	Received $7,500 for the exercise of warrants for 7,500,000 shares of restricted common stock.

The issuance of the restricted common shares during our fiscal year 2016, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof because such issuance did not involve a public offering.

During the fiscal year ended June 30, 2015, the Company:

(i)	Sold  7,375,000 shares of restricted common stock for cash proceeds of $602,500;
(ii)	Issued an aggregate of 4,000,000 shares of restricted common stock to five creditors in settlement aggregate of $200,000 of debt;
(iii)	Issued 792,240 shares of restricted common stock to a creditor valued at $41,998 for settlement of a debt of $106,978. The Company recorded a gain of $64,980 on the extinguishment of the debt;
(iv)	Issued 800,000 shares of restricted common shares to each of two related party creditors, in settlement of $40,000 of debt. The market value of the stock issued was $41,360 and the Company recorded a loss of $1,360 on the extinguishment of the debt;
(v)	Issued 400,000 shares of restricted common shares to a creditor, in settlement of $20,000 of debt. The market value of the stock issued was $20,680 and the Company recorded a loss of $680 on the extinguishment of the debt and,
(vi)	During the year ended June 30 2015, issued 1,800,000 of restricted common stock in partial conversion of an aggregate of $68,900 in principal and accrued interest under a promissory note.

The issuance of the restricted common shares during our fiscal year 2015, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof because such issuance did not involve a public offering.

Warrants

During the fiscal year ended June 30, 2016, the Company issued7,500,000 warrants at $0.001 as part of a private placement to accredited investors and the warrants were exercised on the issuance date.

During the fiscal year ended June 30, 2015, the Company:

(i)	On November 25, 2014, in connection with a private placement of 3,375,000 shares of the Company’s common stock, the Company issued 3,375,000 warrants expiring on December 30, 2015, giving the holder the right to purchase common stock at $0.06 per share. Using the Black-Scholes option pricing model, the fair market value of the warrants at the time of issuance was determined to be $126,082. The warrants were valued using the following significant assumptions: (1) a risk free interest rate of 0.14%, (2) expected life of 1.1 years, (3) expected stock price volatility of 228% and (4) expected dividend yield of zero.
(ii)	On February 6, 2015, in connection with a private placement of 3,000,000 shares of the Company’s common stock, the Company issued 3,000,000 and 240,000 fully vested warrants to the note holder and an individual for placement fees, respectively, expiring on February 6, 2019, giving the holders the right to purchase common stock at $0.15 per share. Using the Black-Scholes option pricing model, the fair market value of the warrants at the time of issuance was determined to be $334,671. The warrants were valued using the following significant assumptions: (1) a risk free interest rate of 1.26%, (2) expected life of 4 years, (3) expected stock price volatility of 152% and (4) expected dividend yield of zero.
(iii)	On April 7, 2015, in connection with a private placement of 1,000,000 shares of the Company’s common stock, the Company issued 1,000,000 fully vested warrants to the note holder, expiring on April 7, 2019, giving the holder the right to purchase common stock at $0.15 per share. Using the Black-Scholes option pricing model the warrants were valued at $131,192 using the following significant assumptions: (1) a risk free interest rate of 1.26%, (2) expected life of 4 years, (3) expected stock price volatility of 155% and (4) expected dividend yield of zero.
(iv)	On May 13, 2015, in connection with a private placement of the Company’s common stock, the Company issued 80,000 fully vested warrants to an individual for placement fees, expiring on May 13, 2019, giving the holder the right to purchase common stock at $0.15 per share. Using the Black-Scholes option pricing model the warrants were valued at $10,352 using the following significant assumptions: (1) a risk free interest rate of .97%, (2) expected life of 4 years, (3) expected stock price volatility of 179% and (4) expected dividend yield of zero.

Stock Options and the 2007 Equity Incentive Plan

At the Company’s Annual Meeting on July 24, 2007, the stockholders approved the 2007 Equity Incentive Plan ("2007 EIP"). The 2007 EIP became effective on July 25, 2007, and will terminate on July 24, 2017. A maximum of 8,000,000 shares of common stock are reserved for the grant of non-qualified stock options, incentive stock options, restricted stock awards and other stock awards under the 2007 EIP. The 2007 EIP replaces the Company’s 1989 Stock Option Plan, which terminated on April 30, 2007.

The purpose of the 2007 EIP is to provide the employees, non-employee directors, and consultants who are selected for participation in the 2007 EIP with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the Company’s operations by relating increases in compensation to increases in stockholder value, so that the income of the participants in the 2007 EIP is more closely aligned with the financial interests of the Company’s stockholders. The 2007 EIP is also intended to provide a financial incentive that will enable the Company to attract, retain and motivate the most qualified directors, employees, and consultants.

Options Granted or Modified

During the fiscal year ended June 30, 2016, the Company issued no options.

During the year ended June 30, 2016, the Board modified the strike price on 7,5000,000 options granted to two corporate  

Officers and a Board member from $0.05 to $0.001, the closing market price on the date of the modification.

During the fiscal year ended June 30, 2015, the Company;

(i)	Pursuant to Share Exchange Agreement with Canarc Resource Corp., the Company granted five year stock options outside of the 2007 EIP for 7,500,000 shares of common stock at an exercise price of $0.055, the closing price on the date of grant. The stock options vest 100% upon the closing of a qualified financing. The expiry date is July 15, 2019 if a qualified financing is consummated, or October 15, 2014 if a qualified financing is not consummated by October 31, 2014. A qualified financing is debt or equity financing of at least $20.0 million. The Share Exchange Agreement provided that it will terminate, unless a closing of the transactions contemplated shall have occurred on or before October 31, 2014. The transactions did not close, and the Share Exchange Agreement terminated pursuant to its terms on October 31, 2015. The associated granted options did not vest and expired on October 15, 2014 according to the terms of the grant.
(ii)	On October 17, 2014, the Company granted outside of the 2007 EIP, 2,500,000 four year options at an exercise price of $0.05 per share to each of the two officers of the Company and a director, with the options vested on the date of the grant. The options were valued at $281,388 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.391%, (2) expected life of 2.0 years, (3) stock price volatility of 170.017% and (4) expected dividend yield of zero. Stock-based compensation of $281,388 was recorded during the quarter ended December 31, 2014. The closing price on the date of the grant was $0.0488.
(iii)	On December 31, 2014, the Company granted outside of the 2007 EIP an aggregate 3,500,000 four year options at an exercise price of $0.05 per share to three employees of the Company, with the options vested on the date of the grant. The options were valued at $130,099 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.671%, (2) expected life of 2.0 years, (3) stock price volatility of 188.108% and (4) expected dividend yield of zero. Stock-based compensation of $130,099 was recorded during the quarter ended December 31, 2014. The closing price on the date of the grant was $0.0459.
(iv)	On January 2, 2015, the Company granted 100,000 five year options at an exercise price of $0.07 per share to each of the two directors, the closing price on the date of grant and the options vested on the date of the grant. The options were valued at $11,740 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.86%, (2) expected life of 2.5 years, (3) stock price volatility of 176.55% and (4) expected dividend yield of zero. Stock-based compensation of $11,740 was recorded during the quarter ended March 31, 2015.

Stock option and warrant activity, both within the 1989 Stock Option Plan and 2007 EIP and outside of these plans, for the years ended June 30, 2016 and 2015 are as follows:

	Stock Options				Stock Warrants
				Weighted				Weighted
				Average				Average
	Number of			Exercise	Number of			Exercise
	Shares			Price	Shares			Price
Outstanding at June 30, 2014	8,925,000		$	0.24	25,283,511		$	0.62
Granted	18,700,000		$	0.05	7,695,000		$	0.11
Canceled	(15,115,000	)	$	0.14	(12,082,457	)		.75
Expired	---		$	---	---		$	---
Exercised	---			---	---		$	---
Outstanding at June 30, 2015	12,510,000		$	0.07	20,896,054		$	0.37
Granted	---		$	---	7,500,000		$	0.001
Canceled	(4,110,000	)	$	0.09	(10,452,620	)	$	0.38
Expired	(25,000	)	$	0.36	---		$
Exercised	---				(7,500,500 )			0.001
Outstanding at June 30, 2016	8,375,000		$	0.02	10,443,434		$	0.35

Stock options and warrants outstanding and exercisable at June 30, 2016, are as follows:

	Outstanding and Exercisable Options							Outstanding and Exercisable Warrants
			Weighted							Weighted
			Average							Average
			Contractual		Weighted					Contractual		Weighted
Exercise			Remaining		Average		Exercise			Remaining		Average
Price	Outstanding	Exercisable	Life		Exercise		Price	Outstanding	Exercisable	Life		Exercise
Range	Number	Number	(in Years)		Price		Range	Number	Number	(in Years)		Price
$0.001	7,500,000	7,500,000	2.30	$	0.001	$	0.15	4,320,000	4,320,000	2.63	$	0.15
$0.07	200,000	200,000	3.51	$	0.07	$	0.38	523,434	523,434	1.21	$	0.38
$0.08	200,000	200,000	2.51	$	0.08	$	0.40	4,500,00	4,500,000	1.08	$	0.40
$0.14	200,000	200,000	2.10	$	0.14	$	0.87	500,000	500,000	0.09	$	0.87
$0.32	100,000	100,000	1.14	$	0.32	$	1.00	600,000	600,000	0.36	$	1.00
$0.36	175,000	175,000	1.28	$	0.36
	8,375,000	8,375,000						10,443,434	10,443,434
	Outstanding Options		2.29	$	0.02		Outstanding Warrants			1.65	$	0.35
	Exercisable Options		2.29	$	0.02		Exercisable Warrants			1.65	$	0.35

As of June 30, 2016, the aggregate intrinsic value of all stock options and warrants vested and expected to vest was $0 and the aggregate intrinsic value of currently exercisable stock options and warrants was $97,500. The intrinsic value of each option or warrant share is the difference between the fair market value of the common stock and the exercise price of such option or warrant share to the extent it is "in-the-money". Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the quarter and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.014 closing stock price of the common stock on June 30, 2016. The total number of in-the-money options and warrants vested and exercisable as of June 30, 2016 was 7,500,000.

The total intrinsic value associated with options exercised during the year ended June 30, 2016 was $0. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option or warrant holder to exercise the options.

The total fair value of options and warrants granted during the year ended June 30, 2016 was approximately $0. The total grant-date fair value of option and warrant shares vested during the year ended June 30, 2016 was $0.

The Company adopted its 2007 EIP pursuant to which the Company reserved and registered 8,000,000 shares stock and option grants. As of June 30, 2015, there were 4,550,000 shares available for grant under the 2007 Plan, excluding the 1,310,000 options outstanding under the 2007 Plan.

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NOTE 14 - INCOME TAXES

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

INCOME TAXES

NOTE 14- INCOME TAXES

The Company has had no income tax expense or benefit since July 1, 1997, because of operating losses. Deferred tax assets and liabilities are determined based on the estimated future tax effect of differences between the financial statement and tax reporting basis of assets and liabilities, as well as for net operating loss carry forwards, given the provisions of existing tax laws. The Company files income tax returns in the U.S. and state jurisdictions and there are open statutes of limitations for taxing authorities to audit the Company’s tax returns from years ended June 30, 2012 through the current period.

The approximate income tax benefit is computed by applying the U.S. federal income tax rate of 35% to net (loss) before taxes for the fiscal years ended after June 30, 2012, and 34% for the prior year periods.

		2016			2015
Tax benefit at the federal statutory rate	$	1,737,087		$	2,318,833
State tax benefit		372,233			496,893
Expiration of state operating benefit		(395,871	)		(432,984	)
Prior year true-up		---			822,038
(Increase) in valuation allowance		(1,713,449	)		(3,204,780	)
Income tax expense	$	---		$	---

The components of the deferred tax assets at June 30, 2016 and 2015 are as follows:

Deferred Tax Asset		2016			2015
Federal net operating loss carry forwards	$	34,269,743		$	32,532,656
State net operating loss carry forwards		3,280,936			3,304,574
Valuation allowance		(37,550,679	)		(35,837,230	)
Net deferred tax asset	$	---		$	---

In assessing the realizability of estimated deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Due to the Company’s history of losses, the deferred tax assets are fully offset by a valuation allowance as of June 30, 2016 and 2015.

At June 30, 2016, the Company had estimated federal tax basis net operating loss carry forwards for federal income tax purposes of approximately $99.5 million. Net operating losses for federal income tax purposes may be carried back for two years and forward for twenty years. The net operating losses expire in varying amounts from June 30, 2019 to 2036.

At June 30, 2016, the Company had estimated state tax basis net operating loss carry forwards for state income tax purposes of approximately $43.7 million. Net operating losses for state income tax purposes may be carried forward for five years. These losses expire in varying amounts from June 30, 2016 to 2021.

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NOTE 15 - RELATED PARTY TRANSACTIONS

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 15 – RELATED PARTY TRANSACTIONS    

In the fiscal years ended June 30, 2016 and 2015, the Jordaan Law Firm billed for legal services $0 and $31,753, respectively. Amounts owed at June 30, 2016 and 2015 was $191,267 and $421,385, respectively.

Accrued wages for Mr. Jordan at June 30, 2016 and 2015 were $78,520 and $237,989, respectively.

On August 1, 2015, the Company leased a home office space from the Company CFO for $500 a month for the corporate administrative office in Albuquerque, NM until such time growth requires a larger corporate administrative office.

On June 5, 2016, the Company issued 15,956,748 shares to employees (CEO & CFO) and to some consultants associated with the Company for their efforts to keep the Company functioning. On December 12, 2016, the employees and consultant returned 15,956,748 shares to the treasury in order to be able to raise more funds to acquire additional assets.

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

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NOTE 16 - LEGAL PROCEEDINGS

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

LEGAL PROCEEDINGS

NOTE 16 – LEGAL PROCEEDINGS

All legal proceedings stayed with the filing of Chapter 11 bankruptcy. At the time of the bankruptcy filing several litigations were filed in several courts. Santa Fe believes that the following suits will be stayed pursuant to the Bankruptcy Code. After dismissal of the Chapter 11 filings, we have not been notified of any of the below cases if they will continue or not.

Boart Long year Company v. Lordsburg Mining Company, Case No. D-2-2-CV-2015- 06048

County of Bernalillo, NM;

Boart Longyear Company v. Lordsburg Mining Company, Case No. D-721-CV-2015- 00058

County of Sierra, NM;

Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165

County of Quintero, NM. Series of collection cases by Boart Longyear Company, who obtained Utah judgment for equipment delivered to Lordsburg Mining Company

Santa Fe Gold Corporation v. Tyhee Gold Corp., Brian K. Briggs, SRK Consulting (US), Inc., and Bret Swanson, Case No: 14CV032866, District Court, Denver County, Colorado

Santa Fe is seeking damages for breach of the Confidentiality Agreement as well as for conversion of Santa Fe’s confidential information. Tyhee Gold Corp. has filed a counter-claim for tortuous interference with prospective contractual relationships with Koza Gold.

Wagner Equipment Co. v. Lordsburg Mining Company, Case No. D-2014-02372

County of Bernalillo, NM 28 Collection case by Wagner equipment, who obtained judgment for equipment delivered to Lordsburg Mining Company.

In October 2013, Lone Mountain Ranch, LLC, owner of the surface estate overlying our Ortiz gold property, filed a lawsuit against the Company and our lessor, Ortiz Mines, Inc. The lawsuit seeks to clarify Lone Mountain Ranch's rights and obligations under the split estate regime. Specifically, Lone Mountain Ranch seeks a declaratory judgment that it may participate in permit hearings, agency proceedings, and private activities related to the permitting of the Ortiz project without being in violation of common law duties to not interfere with development of the mineral estate. The Company conducted a strategic evaluation as whether or not to continue with the Ortiz Gold Project. Given the public opposition to the Ortiz Gold Project, Santa Fe has decided not to further pursue the Ortiz Gold Project. Lone Mountain Ranch LLC sued Ortiz Mines Inc against any mining activities on the property, and Santa Fe Gold was only a co-defender.  With the bankruptcy, we, SFG, were dismissed.

We are in litigation with two vendors for claims for approximately $140,400 and $125,876, respectively against us. If the Company is unsuccessful in raising additional funding, we may not be able to pay resolve these lawsuits and our business may not continue as a going concern. In the event we cannot raise the necessary capital or we cannot restructure through negotiated modifications, we may be required to effect under court supervision pursuant to a voluntary bankruptcy filing under Chapter 11 or Chapter 7 of the U.S. Bankruptcy Code (“Chapter 11 or “Chapter 7”). See “Risk factors.” The claims were against Lordsburg Mining company, were stayed during the proceedings and all claims remained.    

We are in litigation with a purported royalty holder of our Summit Silver Gold Project. The purported royalty holder is seeking $500,000 in past due royalty payments and a return of the Summit mine. The Company believes that it has valid defenses against the claims has filed numerous counter-claims and cross-claims seeking damages significantly in excess of $500,000 If the Company is unsuccessful in the litigation or in raising additional funding, we may not be able to resolve this lawsuits and our business may not continue as a going concern. In the event we cannot raise the necessary capital or we cannot restructure through negotiated modifications, we may be required to effect under court supervision pursuant to a voluntary bankruptcy filing under Chapter 11 or Chapter 7 of the U.S. Bankruptcy Code (“Chapter 11 or “Chapter 7”).  In the bankruptcy proceedings the court ordered Waterton to pay back royalties in the amount of $125,000 and Summit Minerals is entitled to additional $2,125,000 royalties when the Summit mine starts operating.

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. Other than the above-described litigation, as of June 30, 2016, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

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

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

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NOTE 17 - BANKRUPTCY AND RELATED 363 ASSET SALE

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

BANKRUPTCY AND RELATED 363 ASSET SALE

NOTE 17 – BANKRUPTCY AND RELATED 363 ASSET SALE

In August 26, 2015, the Company filed for Chapter 11 Bankruptcy protection in Delaware in order to secure the existing assets from creditor actions. Case No. 15-11761 (MFW).  Jakes Jordaan, Santa Fe’s former CEO, filed in the Affidavit in Support of the first day motion (full affidavit can be researched in the Delaware court filings. Case# 15-11761 MFW on August 26, 2015) that we have only one remaining option (plan) to have an orderly sale of all assets to satisfying qualified debt without any plan for the thereafter and he began working with Canaccord Genuity Inc. (“Canaccord”) as our investment banker to assist with these efforts. The “asset sale” took place in February 2016 and left Santa Fe Gold and Subsidiaries without any assets and with remaining debt.

After the dismissal of the bankruptcy case, the Company has no assets, but is liable for all commitments and debts that remain outstanding.  Santa Fe Gold Barbados, The Lordsburg Mining Company and AZCO will be dormant and all the commitments and debts will stay with the respective companies. The court set up a Trust fund that will be funded by the activities of the Summit mine for five years and the trust funds will be distributed by an independent trustee to all credit holders of record.

On February 26, 2016, Waterton completed the acquisition of substantially all of the Company’s assets pursuant to an Asset Purchase Agreement dated February 26, 2016.

Waterton, as the only successful bidder for Santa Fe’s assets, eliminated all pre-petition agreements, all amounts of loans, interest and gold stream agreements that was owed to them prior to the filings of the chapter 11 and also the DIP funding that was put in place during the proceedings for all assets belonging to Santa Fe and its subsidiaries. All assets were free and clear of liens, claims, mortgages, pledges and interest of any kind without limitation in the transfer. The sale is a binding and valid transfer with all rights, title and interest in the acquired assets. At the time of the agreement all debt owed to Waterton is eliminated, but all other liabilities to unsecured lenders stay in effect.

The table below summarizes the carrying value of the assets sold and the liabilities disposed in the 363 Asset Sale as of asset transfer on February 26, 2016:

	February 26, 2016
Assets Sold
Restricted cash	$                236,628
Prepaid expenses and other current  assets	39,584
Property, plant and equipment, net	4,992,154
Mine development properties, net	10,532,965
Mineral properties, net	599,897
	$           16,401,228
Liabilities Disposed
Notes payable	$           9,993,280
Accrued interest	5,815,622
Asset retirement obligation	245,494
DIP fees	32.203
Accrued CSA fees	329,938
Total	$           16,416,537
Net gain on the Asset 363 Sale	$                 15,309

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NOTE 18 - SUBSEQUENT EVENTS

12 Months Ended

Jun. 30, 2016

Disclosure Text Block [Abstract]

SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

Recent Issuances of Unregistered Securities

In the period from July 2016 through June 2017, the Company sold an aggregate of 40,844,368 units. Each unit consisted of one common share and one common stock warrant. The warrants had a term of 5 years and an exercise price ranging from $0.001 to $0.10. All warrants were immediately exercised resulting in the issuance of an additional 40,844,368 common shares. The Company received aggregate proceeds of $2,708,483 from these sales and warrant exercises. In connection with this offering, the Company incurred placement fees consisting of a cash fee of 10% of the full combined dollar amount of units placed in the offering plus warrants exercisable for 10% of the shares and warrants included in the units placed with exercise prices ranging from $0.001 to $0.10. To date, no placement agent fee warrants have been issued. The Company incurred a cash fee amounting to $272,348 in connection with this raise.

In addition, between July 2017 and October 17, 2017, the Company has an additional $2,623,281 for additional equity purchases from a private overseas investment company and a number of associated investors. The stock and warrant shares have not been issued at this time and the stock certificates and warrant shares (approximately 32,787,500 shares at this time) will be issued at the same time and the same price. In connection with this offering, the Company has incurred placement fees consisting of a cash fee of 10% of the full combined dollar amount of units placed in the offering plus warrants exercisable for 10% of the shares and warrants included in the units placed. To date, no placement agent fee warrants have been issued. The Company has incurred a cash fee amounting to $262,328 in connection with this raise.

On August 1, 2016, the Company issued to a lender 2,120,000 shares of common stock and the shares were returned to the Company on September 13, 2016, due to a pre-existing agreement with the Company.

On December 12, 2016, employees and a consultant returned 15,956,748 shares to the treasury in order to be able to raise more funds to acquire additional assets.

On November 16, 2015, the Olson estate returned 6,956,750 shares on, into the Treasury for no consideration. The shares were added back into the treasury on August 1, 2016, by our transfer agent upon completion of necessary documentation by the estate for the legal transfer.

On September 20 and 23, 2016, the Company issued contractors 3,300,000 shares restricted common stock for services.

On December 17, 2016, the Company issued to a contractor 200,000 shares for services.

On January 25, 2017, the Company issued contractor 200,000 shares of restricted stock for services.

Other Events

On July 19, 2016 a new company was formed: Santa Fe Acquisition LLC (“SFA”) with Tom Laws, our CEO, as the signer, for the sole purpose of acquiring assets for Santa Fe Gold (“SFG”). On September 25, 2017, with an effective date of July 23, 2016, the CEO assigned ownership of SFA to Santa Fe Gold whereby SFG became to sole member of SFA resulting in SFA becoming a wholly owned subsidiary of SFG.  All major purchases were made through the SFA Company for the benefit of SFG, with the funding provided by SFG.

On December 9, 2016, the Company retained International Monetary ("IM") as its Investment Banking & Strategic Advisory firm to provide capital resources, structure financing, proprietary investor relations services, advice on maximizing growth and valuation, M&A advisory and counsel to the Company's management on other strategic decisions. IM is to receive 6 installment payments of $6,000 and 2% of the Company’s common stock on a fully diluted basis amounting to 5,665,360 shares issued at the time of signing the contract. In addition, IM is entitled to additional common shares amounting to 2% of the Company’s common stock on a fully diluted basis six month from the date of the agreement.

Between April 10, 2017 and October 13, 2017 Santa Fe Gold transferred approximately $2.5 million to acquire properties for Santa Fe Gold and the staking of all the claims currently owned by Santa Fe Gold. The announcement was made on September 17, 207 that we acquired 100% of Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company, which includes formerly optioned AG1 Silver Mine and all lands surrounding the project to include potential Porphyry Silver Discovery and all rights to same. These transactions are summarized below:

- On April 10, 2017, the Company delivered $500,000 to be held in escrow pending, and to be applied as part of the purchase price due under an agreement with Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company to acquire 100% of the issued and outstanding capital stock for a cash purchase price in the aggregate amount of $3,000,000, to be paid over time as stated in the Bullard’s Peak agreement.

- On August 18, 2017, the Company signed the Bullard’s Peak Agreement and delivered an additional $100,000 towards the purchase price.

- On August 30, 2017, the Company delivered an additional $900,000 to Bullard’s Peak towards the purchase price under terms of the Agreement.

- On September 08, 2017, the Company delivered $500,000 to Bullard’s Peak towards the purchase price under terms of the Agreement.

- On September 14, 2017, the Company acquired 100% of Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company, pending two more payment to be delivered at the end October and November 2017.

- On October 13, 2017, the Company delivered $500,000 to Bullard’s Peak towards the purchase price under terms of the Agreement.

On April 10, 2017 we reached a non-disclosure agreement with our prior CEO, Mr. Jordaan, about his outstanding back wages and amounts due for legal services rendered to the Company prior assuming the position of CEO. Mr. Jordaan resigned as CEO and from the board effective May 6, 2016.  

On February 2, 2017, an investor returned 18,000,000 shares to the Company and were returned to the transfer agent and cancelled and are deducted from the outstanding shares. The shares are to be re-issued at a later time and the obligation will be accounted for as a derivative liability at the fair value of the shares and marked to market at each balance sheet date.

On October 22, 2014, the Company signed a $500,000 and $250,000 Convertible Note, from two investors, from which we drew down tranches aggregating $275,000. The note holders converted a portion of the advances and default penalties to restricted common stock and at September 30, 2015, the notes and related default penalties had an aggregate outstanding balance of $200,932. In January 2017 the note holders agreed to take cash settlements aggregating $183,000 to satisfy the outstanding obligations.

On December 14, 2016 the trust, established by the bankruptcy court to protect the creditors, paid $354,458 to the recorded creditors and Santa Fe Gold will record this as Trust Forgiveness Revenues.

On August 5, 2016 we contacted 19 creditors and note holders of the Santa Fe Gold and made an offer in compromise:  “the company respectfully hereby offers a cash payment to you, in consideration of your discharge and release of any and all outstanding (non-trust) claims, in the amount of Three (3%) per cent of the present principal balance otherwise owed.” Six of the creditors did not accept our offer and thirteen did. All payments were made in accordance with the settlement terms in March 2017. The combined creditors balance was $357,778 and was settled for $10,734.  The outstanding notes settled were the: IGS note and Interest that aggregated $3,580,432 and was settled for $88,282 and three note holders each had a note for $150,000 with accrued interest aggregating $625,875 and was settled for $13,500. In total $112,516 was disbursed for debt aggregating $4,564,085 and the Company recorded $4,451,569 as forgiveness of debt.

Proceeds from the sale of our equity were used to secure claims in the southern part of New Mexico. Between September 14, 2016 and November 04, 2016, we secured claims and paid $9,328 for BLM filing fees, these claims have a 5% royalty attached. As of October 2017, we have the rights to 24 claims. We are currently in negotiations with other existing mines for which we may have to pay royalties or establish a partnership if an agreement is reached. 

On July 26, 2017 the board changed the price for 7,500,000  options from $.001  (Board meeting May 05, 2016) to $.002.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jun. 30, 2016

Policy Text Block [Abstract]

Basis of Presentation and Going Concern

Basis of Presentation and Going Concern

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

The Company has incurred a loss of $4,834,236 for the fiscal year ended June 30, 2016, and has a total accumulated deficit of $100,397,849 and a working capital deficit at June 30, 2016 of $19,920,306. The Company currently has no source of generating revenue. The prior operations were suspended all mining operations and placing the mine and mill on a care and maintenance program in November 2013 for lack of working capital.

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

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

On June 30, 2016, the Company was in default on payments of approximately $6.8 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”).

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Azco Mica, Inc., a Delaware corporation, The Lordsburg Mining Company, a New Mexico corporation and Santa Fe Gold Barbados Corporation, a Barbados corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

Reclassifications

Reclassifications

Certain items in these consolidated financial statements have been reclassified to conform to the current year’s presentation.

Estimates

Estimates

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

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

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying values of cash, miscellaneous receivables, accounts payable and accrued liabilities approximated their related fair values as of June 30, 2016, and 2015, due to the relatively short-term nature of these instruments.

Cash and Cash Equivalents

Cash and Cash Equivalents

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

Other Receivable

Other Receivable

As of June 30, 2016 the Company has no receivables and at June 30, 2015 had a $34,833 other receivable for a refund of insurance.

Property, Equipment and Mine Development

Property, Equipment and Mine Development

Property and Equipment

Property and equipment are carried at cost. Maintenance and repairs that do not improve or extend the life of the respective assets are expensed as incurred. Expenditures for new property or equipment and expenditures that extend the useful lives of existing property and equipment are capitalized and recorded at cost. Upon retirement, sale or other disposition, the cost and accumulated amortization are eliminated and the gain or loss is included in operations. Depreciation is taken over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of the property and equipment are shown below. Land is not depreciated.

	Estimated Useful Life
Leasehold improvements	3 Years
Office furniture and equipment	3 Years
Mine processing equipment and buildings	7 – 20 Years
Plant	3 – 9 Years
Tailings	3 Years
Environmental and permits	7 Years
Asset retirement obligation	5 Years
Automotive	3 – 5 Years
Software	5 Years

All property and equipment on the Company’s books was sold with the 363 Asset Sale in February 2016.

Mine Development

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

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

Mine development is amortized using the units-of-production method based upon estimated recoverable ounces in proven and probable reserves. To the extent that these costs benefit an entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific ore body. Currently, with no claims or mines in our possession, no development costs are incurred.

All mine development on the Company’s books was sold with the 363 Asset Sale in February 2016.

Idle Equipment

Idle Equipment

No equipment remained in the Company’s possession after the 363 Asset Sale on February 2016.

Mineral Properties

Mineral Properties

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

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

No mineral properties remained in the Company’s possession after the 363 Asset Sale in February 2016.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

We re-evaluated the carrying value of the mine equipment, mine improvements and mineral properties in connection with filing of Chapter 11 in August 2015 subsequent to our current fiscal year ended.  It was determined in our audit that impairment was not required for our fiscal years ended June 30, 2015 and 2016, for mine equipment, mine development costs and mineral properties.  

No equipment, mine improvements and mineral properties remained in the Company’s possession after the 363 Asset Sale in February 2016.

Restricted Cash

Restricted Cash

Restricted cash is maintained in connection with requirements for reclamation of projects and bonding requirements for the Company’s weighmaster scale. All Reclamation Bonds are transferred to Waterton after the 363 Asset Sale in February 2016.  

Derivative Financial Instruments

Derivative Financial Instruments

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

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

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

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

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

Reclamation Costs

Reclamation Costs

Reclamation obligations are recognized when incurred and recorded as liabilities at fair value. The liability is accreted over time through periodic charges to accretion expense. The asset retirement cost is capitalized as part of the asset’s carrying value and depreciated over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The reclamation obligation is based on when spending for an existing disturbance will occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation at each mine site in accordance with ASC guidance for reclamation obligations. No reclamation costs are recorded at the end of fiscal 2016 due to the obligation being released as part of the 363 Asset Sale in February 2016.

Revenue Recognition

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred physically, the price is fixed or determinable, no related obligations remain and collectability is probable.

Sales of all metals products sold directly to the Company’s metals buyers, including by-product metals, are recorded as revenues upon a buyer either taking physical delivery of the metals product in the case of siliceous flux material or upon the buyer receiving all required documentation necessary to take physical delivery of the metals product in the case of concentrate (generally at the time the product is loaded onto a shipping vessel at the originating port and the bill of lading is generated).

Revenues for metals products are recorded at current market prices at the time of delivery and are subsequently adjusted to the current market prices existing at the end of each reporting period. Due to the period of time existing between delivery and final settlement with the buyer, the Company estimates the prices at which sales will be settled. Changes in metals prices between delivery and final settlement will result in adjustments to revenues previously recorded.

Sales of metals products are recorded net of charges from the buyer for treatment, refining, smelting losses, and other negotiated charges. Charges are estimated upon shipment of product based on contractual terms, and actual charges do not vary materially from estimates. Costs charged by smelters include a metals payable fee, fixed treatment and refining costs per ton of product.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. A valuation allowance is recorded when it is more likely than not that deferred tax assets will be unrealizable in future periods. As of June 30, 2016 and 2015, the Company has recorded a valuation allowance against the full amount of its net deferred tax assets. The inability to foresee taxable income in future years makes it more likely than not that the Company will not realize its recorded deferred tax assets in future periods.

Net Loss Per Share

Net Loss Per Share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. For the years ended June 30, 2016 and 2015, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive.

Stock-Based Compensation

Stock-Based Compensation

In connection with terms of employment with the Company’s executives and employees, the Company occasionally issues options to acquire its common stock. Awards are made at the discretion of the Board of Directors. Such options may be exercisable at varying exercise prices and generally vest over a period of six months to a year.

The Company accounts for share based compensation on the grant date fair value of the award. The Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share-based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. The compensation cost is recognized over the expected vesting period. Share based payments to nonemployees are valued at the earlier or a commitment date or completion of services.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the FASB issued ASC updated No. 2014-09, Revenue from Contracts with Customers (Topic 606 (ASU 2014-09). Under the amendments in this update, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update are effective for fiscal years and interim periods within those years beginning after December 15, 2016. Early adoption is not permitted. The new standard is required to be applied either retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of applying the update recognized at the date of initial application. The Company has not yet selected a transition method, and has not determined the impact, if any, that the new standard will have on its consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. This adoption of this standard does not have an effect on the Company’s reported financial position or results of operations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2016. This update contains amendments that clarify the principles for management’s assessment of an entity’s ability to continue as a going concern. Management has not determined if the adoption of this standard will have an effect on the Company’s reported financial position or results of operations.  

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.  This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within fiscal years beginning after December 15, 2019.  ASU No 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The adoption of this standard will not have a material impact on the Company’s financial position or results of operations.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. As a result of the adoption, stock-based compensation excess tax benefits or tax deficiencies will be reflected in the consolidated statement of operations within the provision for income taxes rather than in the consolidated balance sheet within additional paid-in capital. The amount of the impact to the provision for income taxes will depend on the difference between the market value of share-based awards at vesting or settlement and the grant date fair value. The amendment is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessing the impact of this pronouncement to its consolidated financial statements.

In November 2016, the FASB has issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), which provides guidance on how restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This amendment is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of this pronouncement to its Consolidated Statements of Cash Flows.

In May 2017, FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, which would be the Company's fiscal year ending March 31, 2019. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. While the Company does not expect the adoption of ASU 2017-09 to have a material effect on its business, the Company is still evaluating any potential impact that adoption of ASU 2017-09 may have on its financial position, results of operations or cash flows.

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

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedule of Property, Plant and Equipment, Estimated Useful Life

Land is not depreciated.

	Estimated Useful Life
Leasehold improvements	3 Years
Office furniture and equipment	3 Years
Mine processing equipment and buildings	7 – 20 Years
Plant	3 – 9 Years
Tailings	3 Years
Environmental and permits	7 Years
Asset retirement obligation	5 Years
Automotive	3 – 5 Years
Software	5 Years

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NOTE 3 - MINERAL PROPERTIES (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedule of Mineral Propery Acquisition Costs [Table Text Block]

Mineral properties were comprised of acquisition costs related to properties in New Mexico and Arizona, as shown below as of June 30, 2016 and 2015:

		2016		2015
Summit property, Grant Country, NM	$	-	$	119,000
Banner property, Hidalgo County, NM		-		230,897
New Planet property, La Paz County, AZ		-		250,000
	$	-	$	599,897

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NOTE 4 - PROPERTY, EQUIPMENT AND MINE DEVELOPMENT (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedule of Property, Plant and Equipment

Property, equipment, and mine development consists of the following at June 30, 2016 and 2015:

		2016		2015
Office furniture and equipment	$	-	$	37,779
Land		-		163,000
Mine processing equipment and buildings		-		7,134,631
Plant		-		8,135,732
Tailings		-		1,726,677
Environmental and permits		-		267,078
Mine development		-		13,709,831
Asset retirement obligation		-		221,367
Automotive		-		280,785
Software		-		87,848
		-		31,764,728
Accumulated depreciation and amortization		-		(15,105,497	)
	$	-	$	16,659,231

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NOTE 5 - ACCRUED LIABILITIES (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consist of the following at June 30, 2016 and 2015:

		2016		2015
Interest	$	2,589,993	$	6,304,917
Vacation		15,771		41,214
Deferred and accrued payroll burden		239,262		360,354
Franchise taxes		8,695		8,695
Royalties (calculated as a percentage of net smelter proceeds to a royalty holder)		-		757,251
Merger costs, net		269,986		269,986
Other		19,578		19,579
Audit		20,000		20,000
Property taxes		215,524		92,367
Commodity supply agreements		3,415,175		3,067,117
	$	6,793,984	$	10,941,480

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NOTE 6 - DERIVATIVE INSTRUMENT LIABILITIES (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedule of Derivative Liabilities at Fair Value

The table below show the loss on the derivative instruments liability for the years ended June 30, 2016 and 2015. 

Year Ended June 30, 2016

		Derivative		Derivative		Valuation Change
		Liability as of		Liability as of		for the year ended
		June 30, 2015		June 30, 2016		June 30, 2016
Purchase Agreement Warrants and Convertible Debt	$	1,367,142	$	306,488	$	1,060,654
Derivatives recognized as debt discounts						98,091
Derivative liability written off to equity upon conversions						(90,081	)
Gain on Derivatives					$	1,068,664

Year Ended June 30, 2015

		Derivative		Derivative		Valuation Change
		Liability as of		Liability as of		for the year ended
		June 30, 2014		June 30, 2015		June 30, 2015
Purchase Agreement Warrants and Convertible Debt	$	292,124	$	1,367,142	$	(1,075,018	)
Derivatives recognized as debt discounts						275,000
Derivative liability written off to equity upon conversions						(163,007	)
Amount allocated to warrants at inception						602,297
Loss on Derivatives					$	(360,728	)

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NOTE 8 - CONVERTIBLE NOTES PAYABLE (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedule of Convertible Notes Payable and Debentures [Table Text Block]

The components of the convertible notes payable are as follows:

June 30, 2016:		Principal		Unamortized
		Amount		Discount			Net
Current portion	$	3,554,249	$	(161,814	)	$	3,392,435
Long-term portion, net of current		-		-			-
	$	3,554,249	$	(161,814	)	$	3,392,435

June 30, 2015:		Principal		Unamortized
		Amount		Discount			Net
Current portion	$	3,702,263	$	(258,345)		$	3,443,918
Long-term portion, net of current		-		-			-
	$	3,702,263	$	(258,345	)	$	3,443,918

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NOTE 10 - NOTES PAYABLE (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedule of Notes Payable

The following summarizes notes payable, including the Senior Secured Gold Stream Credit Agreement, at:

		June 30,			June 30,
		2016			2015
Working capital advances, interest at 1% per month, due January 15, 2015	$	200,000		$	200,000
Merger advance		20,000			20,000
Installment sales contract on equipment, interest at 5.75%, payable in 48 monthly installments of $13,874, including interest through July 2016.		398,793			398,793
Unsecured bridge loan note payable, interest at 2% monthly, payable August 17, 2014, six months after the first advance on the bridge loan.		1,745,092			1,745,092
Senior Secured Gold Stream Credit Agreement, interest at 9.00% per annum, payable monthly in arrears, principal payments deferred to July 2012; principal installments are $425,000 for July and August 2012, $870,455 monthly for September 2012 through June 2013 and $445,450 in July 2013; Note amended October 9, 2012, principal installments of $1,082,955 due October 2012, $500,000 November 2012, $0 due December 2012 and January 2013, $3,852,275 February 2013, $870,455 March through June 2013, and $445,450 in July 2013.		-			7,755,684
Total Outstanding Notes Payable		2,363,885			10,119,569
Less: Current portion		(2,363,885	)		(10,119,569	)
Notes payable, net of current portion and discount	$	-		$	-

Schedule of Maturities of Notes Payable

The aggregate maturities of notes payable as of June 30, 2016 and 2015                                            $           2,363,885 $ $ 10,119,569   

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NOTE 11 - FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Fair Value Measurements, Nonrecurring

The fair value measurement of financial instruments and other assets as of June 30, 2016 and 2015 are as follows:

						June 30,
	Level 1	Level 2		Level 3		2016
Assets:
None	--	---		---		---
Liabilities:
Derivative instruments	---	---	$	306,488	$	306,488

						June 30,
	Level 1	Level 2		Level 3		2015
Assets:
None	---	---		---		---
Liabilities:
Derivative instruments	---	---	$	1,367,142	$	1,367,142

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NOTE 13 - STOCKHOLDERS (DEFICIT) (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedule of Share-based Compensation, Stock Options, and Warrants or Rights Activity

Stock option and warrant activity, both within the 1989 Stock Option Plan and 2007 EIP and outside of these plans, for the years ended June 30, 2016 and 2015 are as follows:

	Stock Options				Stock Warrants
				Weighted				Weighted
				Average				Average
	Number of			Exercise	Number of			Exercise
	Shares			Price	Shares			Price
Outstanding at June 30, 2014	8,925,000		$	0.24	25,283,511		$	0.62
Granted	18,700,000		$	0.05	7,695,000		$	0.11
Canceled	(15,115,000	)	$	0.14	(12,082,457	)		.75
Expired	---		$	---	---		$	---
Exercised	---			---	---		$	---
Outstanding at June 30, 2015	12,510,000		$	0.07	20,896,054		$	0.37
Granted	---		$	---	7,500,000		$	0.001
Canceled	(4,110,000	)	$	0.09	(10,452,620	)	$	0.38
Expired	(25,000	)	$	0.36	---		$
Exercised	---				(7,500,500 )			0.001
Outstanding at June 30, 2016	8,375,000		$	0.02	10,443,434		$	0.35

Disclosure of Share based Compensation Arrangements By Shares Based Payment Award and Warrants or Rights [Table Text Block]

Stock options and warrants outstanding and exercisable at June 30, 2016, are as follows:

	Outstanding and Exercisable Options							Outstanding and Exercisable Warrants
			Weighted							Weighted
			Average							Average
			Contractual		Weighted					Contractual		Weighted
Exercise			Remaining		Average		Exercise			Remaining		Average
Price	Outstanding	Exercisable	Life		Exercise		Price	Outstanding	Exercisable	Life		Exercise
Range	Number	Number	(in Years)		Price		Range	Number	Number	(in Years)		Price
$0.001	7,500,000	7,500,000	2.30	$	0.001	$	0.15	4,320,000	4,320,000	2.63	$	0.15
$0.07	200,000	200,000	3.51	$	0.07	$	0.38	523,434	523,434	1.21	$	0.38
$0.08	200,000	200,000	2.51	$	0.08	$	0.40	4,500,00	4,500,000	1.08	$	0.40
$0.14	200,000	200,000	2.10	$	0.14	$	0.87	500,000	500,000	0.09	$	0.87
$0.32	100,000	100,000	1.14	$	0.32	$	1.00	600,000	600,000	0.36	$	1.00
$0.36	175,000	175,000	1.28	$	0.36
	8,375,000	8,375,000						10,443,434	10,443,434
	Outstanding Options		2.29	$	0.02		Outstanding Warrants			1.65	$	0.35
	Exercisable Options		2.29	$	0.02		Exercisable Warrants			1.65	$	0.35

XML

NOTE 14 - INCOME TAXES (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The approximate income tax benefit is computed by applying the U.S. federal income tax rate of 35% to net (loss) before taxes for the fiscal years ended after June 30, 2012, and 34% for the prior year periods.

		2016			2015
Tax benefit at the federal statutory rate	$	1,737,087		$	2,318,833
State tax benefit		372,233			496,893
Expiration of state operating benefit		(395,871	)		(432,984	)
Prior year true-up		---			822,038
(Increase) in valuation allowance		(1,713,449	)		(3,204,780	)
Income tax expense	$	---		$	---

Schedule of Deferred Tax Assets and Liabilities

The components of the deferred tax assets at June 30, 2016 and 2015 are as follows:

Deferred Tax Asset		2016			2015
Federal net operating loss carry forwards	$	34,269,743		$	32,532,656
State net operating loss carry forwards		3,280,936			3,304,574
Valuation allowance		(37,550,679	)		(35,837,230	)
Net deferred tax asset	$	---		$	---

XML

NOTE 17 - BANKRUPTCY AND RELATED 363 ASSET SALE (Tables)

12 Months Ended

Jun. 30, 2016

Table Text Block Supplement [Abstract]

Schedue of Carrying value of assets and liabilities

The table below summarizes the carrying value of the assets sold and the liabilities disposed in the 363 Asset Sale as of asset transfer on February 26, 2016:

	February 26, 2016
Assets Sold
Restricted cash	$                236,628
Prepaid expenses and other current  assets	39,584
Property, plant and equipment, net	4,992,154
Mine development properties, net	10,532,965
Mineral properties, net	599,897
	$           16,401,228
Liabilities Disposed
Notes payable	$           9,993,280
Accrued interest	5,815,622
Asset retirement obligation	245,494
DIP fees	32.203
Accrued CSA fees	329,938
Total	$           16,416,537
Net gain on the Asset 363 Sale	$                 15,309

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES : Property, Plant and Equipment, Estimated Useful Life (Details)	12 Months Ended
	Jun. 30, 2016
Leasehold Improvements [Member]
Property, Plant and Equipment, Useful Life	3 years
Office furniture and equipment [Member]
Property, Plant and Equipment, Useful Life	3 years
Mine development [Member] | Minimum
Property, Plant and Equipment, Useful Life	7 years
Mine development [Member] | Maximum
Property, Plant and Equipment, Useful Life	20 years
Plant [Member] | Minimum
Property, Plant and Equipment, Useful Life	3 years
Plant [Member] | Maximum
Property, Plant and Equipment, Useful Life	9 years
Tailings [Member]
Property, Plant and Equipment, Useful Life	3 years
Environmental and permits [Member]
Property, Plant and Equipment, Useful Life	7 years
Asset retirement obligation [Member]
Property, Plant and Equipment, Useful Life	5 years
Automotive [Member] | Minimum
Property, Plant and Equipment, Useful Life	3 years
Automotive [Member] | Maximum
Property, Plant and Equipment, Useful Life	5 years
Software [Member]
Property, Plant and Equipment, Useful Life	5 years

XML

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Net loss	$ 4,834,236	$ 9,581,125
Accumulated Deficit	100,397,849	95,563,613
Working Capital Deficit	19,920,306
Other Receivable	0	$ 34,833
Gold Stream Agreement [Member]
Debt Default, Amount	$ 68

XML

NOTE 3 - MINERAL PROPERTIES (Details) - USD ($)	Jun. 30, 2016	Jun. 30, 2015
Mineral Properties	$ 0	$ 599,897
Summit Silvergold Mine [Member]
Mineral Properties	0	119,000
Banner mill site [Member]
Mineral Properties	0	230,897
New Planet property [Member]
Mineral Properties	$ 0	$ 250,000

XML

NOTE 4 - PROPERTY, EQUIPMENT AND MINE DEVELOPMENT : Schedule of Property, Plant and Equipment (Details) - USD ($)	Jun. 30, 2016	Jun. 30, 2015
Property, Plant and Equipment, Gross	$ 0	$ 31,764,728
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	0	(15,105,497)
Property, Plant and Equipment, Net	0	16,659,231
Office furniture and equipment [Member]
Property, Plant and Equipment, Gross	0	37,779
Land [Member]
Property, Plant and Equipment, Gross	0	163,000
Mine processing equipment and buildings [Member]
Property, Plant and Equipment, Gross	0	7,134,631
Plant [Member]
Property, Plant and Equipment, Gross	0	8,135,732
Tailings [Member]
Property, Plant and Equipment, Gross	0	1,726,677
Environmental and permits [Member]
Property, Plant and Equipment, Gross	0	267,078
Mine development [Member]
Property, Plant and Equipment, Gross	0	13,709,831
Asset retirement obligation [Member]
Property, Plant and Equipment, Gross	0	221,367
Automotive [Member]
Property, Plant and Equipment, Gross	0	280,785
Software [Member]
Property, Plant and Equipment, Gross	$ 0	$ 87,848

XML

NOTE 4 - PROPERTY, EQUIPMENT AND MINE DEVELOPMENT (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Text Block [Abstract]
Depreciation and amortization	$ 1,134,112	$ 1,925,690
Loss on equipment disposal	670,761
Cash proceeds from asts sold	54,333
Gain (Loss) on Disposition of Assrts	$ 0	$ (616,428)

XML

NOTE 5 - ACCRUED LIABILITIES: Schedule Of Accrued Liabilities (Details) - USD ($)	Jun. 30, 2016	Jun. 30, 2015
Text Block [Abstract]
Interest	$ 2,589,993	$ 6,304,917
Vacation	15,771	41,214
Deferred and accrued payroll burden	239,262	360,354
Franchise taxes	8,695	8,695
Royalties (calculated as a percentage of net smelter proceeds to a royalty holder)	0	757,251
Merger costs, net	269,986	269,986
Other	19,578	19,579
Audit	20,000	20,000
Property taxes	215,524	92,367
Commodity supply agreements	3,415,175	3,067,117
Accrued Liabilities, Current	$ 6,793,984	$ 10,941,480

XML

NOTE 5 - ACCRUED LIABILITIES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Text Block [Abstract]
Gain on extinguishment of debt	$ 821,050	$ 62,940

XML

NOTE 6 - DERIVATIVE INSTRUMENT LIABILITIES: Schedule Of Derivative Liabilities (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2014
Derivative instrument liabilities	$ 306,488	$ 1,367,142	$ 292,124
Increase (Decrease) in Derivative Assets and Liabilities	1,060,654	(1,075,018)
Derivatives recognized as debt discounts	98,091	275,000
Derivative liability written off to equity upon note conversions	(90,081)	(163,007)
Amount allocated to warrants at inception		602,297
Gain (loss) on Derivative	1,068,664	(360,728)
Notes in compromise
Derivative instrument liabilities	$ 306,488	$ 1,367,142

XML

NOTE 6 - DERIVATIVE INSTRUMENT LIABILITIES (Details) - USD ($)	3 Months Ended	12 Months Ended		24 Months Ended
	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Jan. 15, 2013	Oct. 30, 2007
Derivative instrument liabilities	$ 1,367,142	$ 306,488	$ 1,367,142	$ 1,367,142	$ 292,124
Gain (loss) on derivative instrument liabilities		$ 1,068,664	(780,656)
Warrants
Fair Value, Option, Methodology and Assumptions		Black Scholes option pricing model
Fair Value Assumptions, Expected Dividend Rate		0.00%
Warrants | Minimum
Fair Value Assumptions, Risk Free Interest Rate		0.01%
Fair Value Assumptions, Expected Term		1 month 16 days
Fair Value Assumptions, Expected Volatility Rate		171.00%
Fair Value Assumptions, Expected Dividend Rate		0.00%
Warrants | Maximum
Fair Value Assumptions, Risk Free Interest Rate		1.01%
Fair Value Assumptions, Expected Term		3 years 9 months 7 days
Fair Value Assumptions, Expected Volatility Rate		307.00%
Fair Value Assumptions, Expected Dividend Rate		0.00%
Convertible Note
Fair Value, Option, Methodology and Assumptions		Monte Carlo model
Fair Value Assumptions, Expected Volatility Rate		391.00%
Convertible Note | Minimum
Share Price		$ 0.0009
Debt Instrument, Convertible, Conversion Price		0.0425
Convertible Note | Maximum
Share Price		0.1760
Debt Instrument, Convertible, Conversion Price		$ 0.125
Convertible unsecured note 4
Gain (loss) on derivative instrument liabilities	(228,200)
Convertible unsecured note 2
Gain (loss) on derivative instrument liabilities	(105,556)
Convertible unsecured note 5
Gain (loss) on derivative instrument liabilities	(54,270)
Convertible unsecured note 3
Gain (loss) on derivative instrument liabilities	(90,395)
Convertible unsecured note 1
Gain (loss) on derivative instrument liabilities				(78,529)
Notes in compromise
Derivative instrument liabilities	$ 1,367,142	$ 306,488	$ 1,367,142	$ 1,367,142
Senior Subordinated convertible note 1
Share Price							$ 1.50
Debt Instrument, Convertible, Conversion Price						$ 0.40

XML

NOTE 7 - COMPLETION GUARANTEE PAYABLE (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2012
Total accrued liabilities	$ 6,404,518	$ 10,941,480
Debt Instrument, Unamortized Discount	161,814	258,345
Accretion of discount on notes payable	0	715,257
Completion guarantee payable
Total accrued liabilities	3,359,873	3,300,287	$ 504,049
Debt Instrument, Unamortized Discount	0	$ 59,586
Accretion of discount on notes payable	$ 59,586

XML

NOTE 8 - CONVERTIBLE NOTES PAYABLE : Schedule Of Convertible Notes Payable (Details) - USD ($)	Jun. 30, 2016	Jun. 30, 2015
Debt Instrument, Face Amount	$ 3,554,249	$ 3,702,263
Debt Instrument, Unamortized Discount	(161,814)	(258,345)
Debt Instrument, Carrying Amount	3,392,435	3,443,918
Convertible debt, Current Portion [Member]
Debt Instrument, Face Amount	3,554,249	3,702,263
Debt Instrument, Unamortized Discount	(161,814)	(258,345)
Debt Instrument, Carrying Amount	3,392,435	3,443,918
Convertible Debt Longterm Portion [Member]
Debt Instrument, Face Amount	0	0
Debt Instrument, Unamortized Discount	0	0
Debt Instrument, Carrying Amount	$ 0	$ 0

XML

NOTE 8 - CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	1 Months Ended						2 Months Ended	3 Months Ended	12 Months Ended
	Jul. 31, 2015	Jan. 31, 2015	Feb. 28, 2010	Jan. 31, 2010	Dec. 31, 2009	Oct. 31, 2009	Nov. 30, 2012	Jun. 30, 2010	Jun. 30, 2016	Jun. 30, 2015	Jul. 15, 2016	Jan. 15, 2015	Oct. 30, 2009
Class of Warrant or Right, Grants in Period, Net of Forfeitures									7,500,000	(15,115,000)
Senior subordinated convertible notes payable, net of discount									$ 0	$ 3,673,527
Debt Instrument, Unamortized Discount									161,814	258,345
Gain on debt extinguishment									821,050	62,940
Expire November Two Zero Two Zero One Four [Member]
Class of Warrant or Right, Grants in Period, Net of Forfeitures		187,500
Expire October Two Three Two Zero One Four [Member]
Class of Warrant or Right, Grants in Period, Net of Forfeitures		375,000
Extension of convertible notes payable to three accredited investors [Member]
Debt Instrument, Convertible, Conversion Price												$ 0.40
Debt Instrument, Convertible, Automatic Conversion Price												$ 0.80	$ 2.50
Class of Warrant or Right, Grants in Period, Strike Price		$ 0.40
Carnac [Member]
Debt Instrument, Interest Rate, Stated Percentage											1.00%
One Zero Convertible Senior Subordinated Notes [Member]
Debt Instrument, Contractual Term						60 months
Value of Note Issued per Warrant issued			$ 2			$ 2
Debt Instrument, Convertible, Conversion Price													$ 1.25
Senior subordinated convertible notes payable, net of discount									450,000	450,000
Debt Instrument, Unamortized Discount									17,937	0
Convertible Secured Notes [Member] | International Goldfields Limited [Member]
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Facilitation fee	$ 300,000
Proceeds from Advances Received	$ 1,361,453
Stock Issued to satisfy notes	9,259,259
Gain on debt extinguishment	$ 615,781
Proceeds from Secured Notes Payable	$ 2
Convertible notes payable									3,673,527
Additional Investment Rights [Member]
Value of Note Issued per Warrant issued				$ 2				$ 2
Seven Senior Secured Convertible Debenture With Attached Warrants [Member]
Value of Note Issued per Warrant issued					$ 2
Debt Instrument, Unamortized Discount									1,774,042
Convertible debt, Current Portion [Member]
Debt Instrument, Unamortized Discount									161,814	258,345
Convertible Debt Longterm Portion [Member]
Debt Instrument, Unamortized Discount									0	$ 0
Binding Heads of Agreement [Member] | International Goldfields Limited [Member]
Debt Instrument, Interest Rate, Stated Percentage										6.00%
Proceeds from Secured Notes Payable							$ 3,985,000
Convertible notes payable									$ 3,673,527	$ 3,951,310

XML

NOTE 9 - SENIOR SECURED GOLD STREAM CREDIT AGREEMENT (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Feb. 26, 2016	Jun. 30, 2015	Dec. 23, 2011
Notes payable, current portion	$ 2,363,885		$ 10,119,569
DIP Credit Agreement
Notes payable, current portion	0
Loans Payable, Noncurrent	2,037,595
Loans Payable, Current	200,000
Proceeds from Loans	2,237,595
Structuring fee	$ 32,203
Credit Agreement
Notes payable, current portion		$ 7,755,685	$ 7,755,685
Waterton
Line of Credit Facility, Current Borrowing Capacity				$ 10,000,000
Notes payable, current portion		$ 7,755,685

XML

NOTE 10 - NOTES PAYABLE: Schedule Of Debt (Details) - USD ($)			1 Months Ended	12 Months Ended
	Jul. 15, 2014	Jun. 01, 2012	Jun. 30, 2015	Jun. 30, 2016	Feb. 26, 2016	Jun. 30, 2014
Debt Instrument, Face Amount			$ 3,702,263	$ 3,554,249
Notes payable, current portion			10,119,569	2,363,885
Notes and Loans Payable, Current			(10,119,569)	(2,363,885)
Aggregate maturities of notes payable			10,119,569	2,363,885
Canarc
Debt Instrument, Face Amount	$ 200,000		200,000	200,000
Proceeds from Other Short-term Debt	$ 20,000		20,000	20,000
Debt Instrument, Interest Rate, Stated Percentage	1.00%
Tyhee
Debt Instrument, Face Amount			1,745,092	$ 1,745,092		$ 1,745,092
Debt Instrument, Interest Rate, Stated Percentage				2.00%		24.00%
Debt Instrument, Maturity Date				Aug. 17, 2014
Credit Agreement
Debt Instrument, Interest Rate, Stated Percentage					9.00%
Notes payable, current portion			7,755,685		$ 7,755,685
Debt Instrument, Payment Terms				payable monthly in arrears, principal payments deferred to July 2012; principal installments are $425,000 for July and August 2012, $870,455 monthly for September 2012 through June 2013 and $445,450 in July 2013; Note amended October 9, 2012, principal installments of $1,082,955 due October 2012, $500,000 November 2012, $0 due December 2012 and January 2013, $3,852,275 February 2013, $870,455 March through June 2013, and $445,450 in July 2013
DIP Credit Agreement
Notes payable, current portion				$ 0
Waterton
Notes payable, current portion					$ 7,755,685
Equipment
Debt Instrument, Interest Rate, Stated Percentage		5.75%		5.75%
Debt Instrument, Term		48 months		48 months
Notes payable, current portion			$ 398,793	$ 398,793

XML

NOTE 10 - NOTES PAYABLE (Details) - USD ($)			1 Months Ended		12 Months Ended
	Jul. 15, 2014	Jun. 01, 2012	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2016	Aug. 05, 2016	Feb. 26, 2016	Oct. 22, 2014
Debt Instrument, Face Amount			$ 3,702,263		$ 3,554,249
Liabilities subject to compromise			0		0
Notes payable, current portion			10,119,569		2,363,885
Merger costs, net			269,986		269,986
Canarc
Debt Instrument, Face Amount	$ 200,000		200,000		200,000
Proceeds from Other Short-term Debt	$ 20,000		20,000		20,000
Debt Instrument, Interest Rate, Stated Percentage	1.00%
Accrued interest			23,334		47,402
Tyhee
Debt Instrument, Face Amount			1,745,092	$ 1,745,092	$ 1,745,092
Debt Instrument, Interest Rate, Stated Percentage				24.00%	2.00%
Merger costs, net				$ 269,986
Break fee				$ 300,000
Accrued interest			570,687		$ 990,657
Waterton
Notes payable, current portion							$ 7,755,685
Credit Agreement
Debt Instrument, Interest Rate, Stated Percentage							9.00%
Notes payable, current portion			7,755,685				$ 7,755,685
Subsequent Event | Note holder 1
Debt Instrument, Face Amount						$ 150,000
Subsequent Event | Investor 2
Debt Instrument, Face Amount								$ 250,000
Subsequent Event | An investor
Debt Instrument, Face Amount								$ 500,000
Equipment
Debt Instrument, Interest Rate, Stated Percentage		5.75%			5.75%
Liabilities subject to compromise		$ 593,657
Debt Instrument, Term		48 months			48 months
Notes payable, current portion			$ 398,793		$ 398,793

XML

NOTE 11 - FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2016	Jun. 30, 2015
Derivative instruments	$ 306,488	$ 1,367,142
Level 1 [Member]
Derivative instruments	0	0
Level 2 [Member]
Derivative instruments	0	0
Level 3 [Member]
Derivative instruments	$ 306,488	$ 1,367,142

XML

NOTE 12 - CONTINGENCIES AND COMMITMENTS (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating Leases, Rent Expense	$ 6,000	$ 23,518
Office Lease
Debt Instrument, Periodic Payment	$ 500

XML

NOTE 13 - STOCKHOLDERS' EQUITY: Schedule Of Stock Options (Details) - $ / shares		1 Months Ended		12 Months Ended
	Jan. 02, 2015	Dec. 31, 2014	Oct. 17, 2014	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2014
Stock Options Outstanding				8,375,000	12,510,000	8,925,000
Stock Options Outstanding, weighted average exercise price				$ 0.02	$ 0.07	$ 0.24
Stock Warrants, outstanding, beginning balance				20,896,054	25,283,511
Stock Warrant, outstanding, weighted average exercise price, beginning balance				$ 0.37	$ 0.62
Stock Options granted	100,000	3,500,000	2,500,000		1,000,000
Stock options weighted average price granted				$ 0	$ 0.05
Stock Warrants, granted				7,500,000	(15,115,000)
Stock Warrants granted, weighted average price granted				$ 0.001	$ 0.14
Options cancelled weighted average price				$ 0.09	$ 0.11
Warrants, canceled				(10,452,620)	(12,082,457)
Warrants canceled, weighted average price				$ 0.38	$ 0.75
Options expired				0	0
Warrants expired weighted average price				$ 0	$ 0
Warrants, expired				(25,000)	0
Warrants expired, weighted average price				$ 0.36	$ 0
Options exercised				0	0
Options exercised weighted average price				$ 0	$ 0
Warrants, exercised				(7,500,500)	0
Warrants, exercised, weighted average price				$ 0.001	$ 0
Warrants, outstanding, ending balance				10,443,434	20,896,054
Warrant, outstanding, weighted average exercise price, ending balance				$ 0.35	$ 0.37
Warrant
Stock Options Outstanding				10,443,434
Stock Options Outstanding, weighted average exercise price				$ 0.35
Exercisable				10,443,434
Outstanding, weighted average contractual remaining life (in Years)				1 year 7 months 24 days
Exercisable, weighted average contractual remaining life (in Years)				1 year 7 months 24 days
Exercisable, weighted average exercise price				$ 0.35
$0.15 | Warrant
Stock Options Outstanding				4,320,000
Stock Options Outstanding, weighted average exercise price				$ 0.15
Exercisable				4,320,000
Outstanding, weighted average contractual remaining life (in Years)				2 years 7 months 17 days
$0.38 | Warrant
Stock Options Outstanding				523,434
Stock Options Outstanding, weighted average exercise price				$ 0.38
Exercisable				523,434
Outstanding, weighted average contractual remaining life (in Years)				1 year 2 months 16 days
$0.40 | Warrant
Stock Options Outstanding				4,500,000
Stock Options Outstanding, weighted average exercise price				$ 0.40
Exercisable				4,500,000
Outstanding, weighted average contractual remaining life (in Years)				1 year 29 days
$0.87 | Warrant
Stock Options Outstanding				500,000
Stock Options Outstanding, weighted average exercise price				$ 0.87
Exercisable				500,000
Outstanding, weighted average contractual remaining life (in Years)				1 month 2 days
$1.00 | Warrant
Stock Options Outstanding				600,000
Stock Options Outstanding, weighted average exercise price				$ 1.00
Exercisable				600,000
Outstanding, weighted average contractual remaining life (in Years)				4 months 9 days
Employee Stock Option
Stock Options Outstanding				8,375,000
Stock Options Outstanding, weighted average exercise price				$ 0.02
Exercisable				8,375,000
Outstanding, weighted average contractual remaining life (in Years)				2 years 3 months 15 days
Exercisable, weighted average contractual remaining life (in Years)				2 years 3 months 15 days
Exercisable, weighted average exercise price				$ 0.02
Employee Stock Option | $0.001
Stock Options Outstanding				7,500,000
Stock Options Outstanding, weighted average exercise price				$ 0.001
Exercisable				7,500,000
Employee Stock Option | $0.001
Outstanding, weighted average contractual remaining life (in Years)				2 years 3 months 19 days
Employee Stock Option | $0.07
Stock Options Outstanding				200,000
Stock Options Outstanding, weighted average exercise price				$ 0.07
Exercisable				200,000
Outstanding, weighted average contractual remaining life (in Years)				3 years 6 months 3 days
Employee Stock Option | $0.08
Stock Options Outstanding				200,000
Stock Options Outstanding, weighted average exercise price				$ 0.08
Exercisable				200,000
Outstanding, weighted average contractual remaining life (in Years)				2 years 6 months 3 days
Employee Stock Option | $0.14
Stock Options Outstanding				200,000
Stock Options Outstanding, weighted average exercise price				$ 0.14
Exercisable				200,000
Outstanding, weighted average contractual remaining life (in Years)				2 years 1 month 6 days
Employee Stock Option | $0.32
Stock Options Outstanding				100,000
Stock Options Outstanding, weighted average exercise price				$ 0.32
Exercisable				100,000
Outstanding, weighted average contractual remaining life (in Years)				1 year 1 month 20 days
Employee Stock Option | $0.36
Stock Options Outstanding				175,000
Stock Options Outstanding, weighted average exercise price				$ 0.36
Exercisable				175,000
Outstanding, weighted average contractual remaining life (in Years)				1 year 3 months 11 days

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NOTE 13 - STOCKHOLDERS' (DEFICIT) (Details) - USD ($)					1 Months Ended			12 Months Ended
	May 13, 2015	Apr. 07, 2015	Feb. 06, 2015	Jan. 02, 2015	Dec. 31, 2014	Nov. 25, 2014	Oct. 17, 2014	Jun. 15, 2017	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2014
Sale of restricted common stock								105,285,179	7,500,000	7,375,000
Proceeds from sale of restricted common stock									$ 7,500	$ 602,500
Restricted common stock issued for consulting services, Shares									3,739,187
Restricted common stock issued for consulting services ,Value									$ 69,139
Issue of restricted common stock for debt,shares									14,217,561
Issue of restricted common stock for debt									$ 14,217
Gain on extinguishment of debt									$ 821,050	$ 62,940
Issued of restricted common stock in partial conversion, shares									18,007,333	1,800,000
Issued of restricted common stock in partial conversion									$ 60,192	$ 68,900
Issued of restricted common stock in partial conversion, shares									28,438,933
Issued of restricted common stock in partial conversion									$ 86,656
Exercise of warrants, Value									$ 7,500
Exercise of warrants for cash (Shares)									7,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures				100,000	3,500,000		2,500,000			1,000,000
Exercise price				$ 0.07	$ 0.05		$ 0.05
Fair value of options				$ 11,740	$ 130,099		$ 281,388
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used				Black-Scholes option pricing model	Black-Scholes option pricing model		Black-Scholes option pricing model
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate				0.86%	0.671%		0.391%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term				2 years 6 months	2 years		2 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate				176.55%	188.108%		170.017%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate				0.00%	0.00%		0.00%
Stock-based compensation				$ 11,740	$ 130,099		$ 281,388		$ 14,217	$ 456,393
Closing price on date of grant					$ 0.0459		$ 0.0488
Aggregate intrinsic value of options and warrants vested and expected to vest									0
Aggregate intrinsic value of currently exercisable stock options and warrants									$ 97,500
Intrinsic value of closing stock price of common stock									$ 0.014
Number of options and warrants vested and exercisable									7,500,000
Intrinsic value options exercised									$ 0
Fair value of options and warrants granted									0
Grant-date fair value of option and warrant shares vested									$ 0
Shares available for grant									4,550,000
Options outstanding									8,375,000	12,510,000	8,925,000
Five Creditors [Member]
Issue of restricted common stock for accrued compensation, shares										4,000,000
Issue of restricted common stock for accrued compensation										$ 200,000
Two related party creditors [Member]
Issue of restricted common stock for accrued compensation, shares										800,000
Issue of restricted common stock for accrued compensation										$ 40,000
Gain on extinguishment of debt										$ (1,360)
Creditors One [Member]
Issue of restricted common stock for services,shares										400,000
Issue of restricted common stock for services										$ 20,000
Gain on extinguishment of debt										$ (680)
Creditor [Member]
Issue of restricted common stock for debt,shares										792,240
Issue of restricted common stock for debt										$ 106,978
Gain on extinguishment of debt										$ 64,980
Private Placement [Member]
Issue of common Stock	80,000	1,000,000	3,000,000			3,375,000
Warrants expire	May 13, 2019	Apr. 07, 2019	Feb. 06, 2019			Dec. 30, 2015
Stock price per share	$ 0.15	$ 0.15	$ 0.12			$ 0.06
Fair market value of warrants	$ 10,352	$ 131,192	$ 334,671			$ 126,082
Share-based Goods and Nonemployee Services Transaction, Valuation Method	Black-Scholes option pricing model	Black-Scholes option pricing model	Black-Scholes option pricing model			Black-Scholes option pricing model
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate	0.97%	1.26%	1.26%			0.14%
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Term	4 years	4 years	4 years			1 year 1 month 6 days
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate	179.00%	155.00%	152.00%			228.00%
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Dividend Rate	0.00%	0.00%	0.00%			0.00%

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NOTE 14 - INCOME TAXES : Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Text Block [Abstract]
Tax (expense) benefit at the federal statutory rate	$ 1,737,087	$ 2,318,833
State tax benefit	372,233	496,893
Expiration of state operating benefit	(395,871)	(432,984)
Prior year true-up	0	822,038
(Increase) in valuation allowance	(1,713,449)	(3,204,780)
Income tax expense	$ 0	$ 0

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NOTE 14 - INCOME TAXES : Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Jun. 30, 2016	Jun. 30, 2015
Text Block [Abstract]
Federal net operating loss carry forwards	$ 34,269,743	$ 32,532,656
State net operating loss carry forwards	3,280,936	3,304,574
Valuation allowance	(37,550,679)	(35,837,230)
Net deferred tax asset	$ 0	$ 0

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NOTE 14 - INCOME TAXES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2012
Effective Income Tax Rate, Continuing Operations		35.00%
Prior Year Tax Periods [Member]
Effective Income Tax Rate, Continuing Operations	34.00%
State Income Tax [Member]
Operating Loss Carryforwards	$ 437,000,000
Federal Income Tax [Member]
Operating Loss Carryforwards	$ 995,000,000

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NOTE 15 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Jordaan Law Firm
Legal Fees	$ 0	$ 31,753
Accounts Payable, Related Parties, Current	191,267	421,385
Jordaan
Accrued wages	$ 78,520	$ 237,989

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NOTE 16 - LEGAL PROCEEDINGS (Details) - USD ($)	12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Text Block [Abstract]
Litigation	$ 140,400	$ 125,876
Royalty due for payment	$ 500,000

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NOTE 17 - BANKRUPTCY AND RELATED 363 ASSET SALE : Carrying Value of the Assets Sold and Liabilities Disposed (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 26, 2017	Jun. 30, 2016	Jun. 30, 2015
Assets Sold
Prepaid expenses and other current assets		$ 4,475	$ 221,232
Property, plant and equipment, net		0	16,659,231
Mineral properties, net		0	$ 599,897
Liabilities Disposed
Net gain on the Asset 363 Sale		$ 670,761
363 Asset Sale
Assets Sold
Restricted cash	$ 236,628
Prepaid expenses and other current assets	39,584
Property, plant and equipment, net	4,992,154
Mine development properties, net	10,532,965
Mineral properties, net	599,897
Total	16,401,228
Liabilities Disposed
Notes payable	9,993,280
Accrued interest	5,815,622
Asset retirement obligation	245,494
Accrued property taxes	32,203
Accrued CSA fees	329,938
Total	16,416,537
Net gain on the Asset 363 Sale	$ 15,309

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NOTE 18 - SUBSEQUENT EVENTS (Details)													1 Months Ended								2 Months Ended		4 Months Ended	12 Months Ended
	Oct. 13, 2017 USD ($)	Sep. 08, 2017 USD ($)	Apr. 10, 2017 USD ($)	Feb. 02, 2017 shares	Dec. 14, 2016 USD ($) shares	Dec. 12, 2016 shares	Dec. 09, 2016	Sep. 23, 2016 shares	Aug. 05, 2016 USD ($)	Aug. 05, 2016 USD ($)	Aug. 01, 2016 shares	Oct. 22, 2014 USD ($)	Aug. 30, 2017 USD ($)	Aug. 18, 2017 USD ($) shares	Jan. 31, 2017 USD ($)	Jan. 25, 2017 shares	Jun. 30, 2016 USD ($) shares	Nov. 16, 2015 shares	Jan. 20, 2015 USD ($)	Oct. 22, 2014 USD ($)	Nov. 04, 2016 USD ($)	Nov. 30, 2012 USD ($)	Oct. 17, 2017 USD ($)	Jun. 01, 2017 USD ($) shares	Jun. 30, 2016 USD ($) shares	Jun. 30, 2015 USD ($) shares	Sep. 14, 2017	Jun. 24, 2015 USD ($)	Jun. 09, 2015 USD ($)	Feb. 25, 2015 USD ($)	Jul. 15, 2014 USD ($)	Jun. 30, 2014 USD ($)	Oct. 30, 2007 USD ($)
Stock issued for accounts payable and accrued wages																									$ 69,139	$ 62,040
Options exercised | shares																									0	0
Stock Issued During Period, Value, New Issues																									$ 7,500	$ 602,500
Debt Instrument, Face Amount																	$ 3,554,249								3,554,249	3,702,263
Proceeds from notes payable																									0	200,000
Long-term Debt, Gross																	3,392,435								3,392,435	3,443,918
Extinguishment of Debt, Amount																									$ 90,000
Santa Fe Acquisitions, LLC
Entity Incorporation, Date of Incorporation																									Jul. 19, 2016
Tyhee
Debt Instrument, Face Amount																	1,745,092								$ 1,745,092	1,745,092						$ 1,745,092
Canarc
Debt Instrument, Face Amount																	$ 200,000								200,000	$ 200,000					$ 200,000
Subsequent Event
Placement fee rate														10.00%
Payments for Other Fees																							$ 262,328
Stock Issued During Period, Value, New Issues																							$ 2,623,281
Stock Issued During Period, Shares, New Issues | shares														32,787,500
Stock Issued During Period, Shares, Other | shares											2,120,000
No of creditors										19
BLM filing fees																					$ 9,328
BLM royalty																					5.00%
No of claims																					24
Subsequent Event | Bullards Peak
Payments to Acquire Businesses and Interest in Affiliates	$ 500,000	$ 500,000	$ 500,000										$ 900,000	$ 100,000
Payments to Acquire Businesses, Gross			$ 3,000,000
Equity Method Investment, Ownership Percentage																											100.00%
Subsequent Event | An investor
Stock returned | shares				18,000,000
Debt Instrument, Face Amount												$ 500,000								$ 500,000
Subsequent Event | Investor 2
Debt Instrument, Face Amount												250,000								250,000
Proceeds from notes payable												275,000
Long-term Debt, Gross												200,932								200,932
Repayments of Convertible Debt															$ 183,000
Subsequent Event | Contractors
Stock Issued During Period, Shares, Issued for Services | shares					200,000			3,300,000								200,000
Subsequent Event | Trust Forgiveness Revenues
Repayments of Debt					$ 354,458
Subsequent Event | Consultant
Stock Issued During Period, Shares, Issued for Services | shares																	2,739,187
Stock issued for accounts payable and accrued wages																	$ 2,739
Subsequent Event | International Monetary
Warrant terms							IM is to receive 6 installment payments of $6,000 and 2% of the Company’s common stock on a fully diluted basis amounting to 5,665,360 shares issued at the time of signing the contract. In addition, IM is entitled to additional common shares amounting to 2% of the Company’s common stock on a fully diluted basis six months from the date of the agreement.
Subsequent Event | 3 note holders
Long-term Debt, Gross									$ 625,875	$ 625,875
Repayments of Convertible Debt									13,500
Subsequent Event | Olson estate
Stock returned | shares																		6,956,750
Subsequent Event | Note holder 1
Debt Instrument, Face Amount									150,000	150,000
Warrant | Subsequent Event
Options exercised | shares																								40,844,368
Stock Issued During Period, Value, Stock Options Exercised																								$ 2,708,483
Placement fee rate																								10.00%
Payments for Other Fees																								$ 272,348
Officer | Subsequent Event
Stock Issued During Period, Shares, Issued for Services | shares																	14,217,561
Stock issued for accounts payable and accrued wages																	$ 14,217
Officer | Subsequent Event | Consultant
Stock returned | shares						15,956,748
Warrants | Subsequent Event
Warrant terms																								The warrants had a term of 5 years and an exercise price ranging from $0.001 to $0.10.
IGS note | Subsequent Event
Long-term Debt, Gross									3,580,432	3,580,432
Repayments of Convertible Debt										88,282
Notes in compromise | Subsequent Event
Long-term Debt, Gross									4,564,085	4,564,085
Repayments of Debt									112,516
Debt Instrument, Decrease, Forgiveness									4,451,569
Notes in compromise | Subsequent Event | 3 note holders
Long-term Debt, Gross									$ 357,778	357,778
Extinguishment of Debt, Amount										$ 10,734
Convertible unsecured note 4
Debt Instrument, Face Amount																			$ 250,000
Proceeds from notes payable																			$ 50,000
Convertible unsecured note 1
Debt Instrument, Face Amount												$ 500,000								500,000
Proceeds from notes payable																				$ 75,000
Convertible secured note 1
Proceeds from notes payable																						$ 3,985,000
Long-term Debt, Gross																	2,994,112								2,994,112
Extinguishment of Debt, Amount																									88,283
Convertible unsecured note 5
Debt Instrument, Face Amount																													$ 50,000
Long-term Debt, Gross																	107,599								107,599
Extinguishment of Debt, Amount																									93,000
Convertible unsecured note 3
Debt Instrument, Face Amount																												$ 50,000
Long-term Debt, Gross																	93,333								93,333
Senior Subordinated convertible note 1
Debt Instrument, Face Amount																																	$ 450,000
Long-term Debt, Gross																	$ 450,000								$ 450,000
Convertible unsecured note 2
Debt Instrument, Face Amount																														$ 50,000