Santa Fe Gold Corporation: Form 10Q - Filed by newsfilecorp.com

0001445866-20-001128.txt : 20200807 0001445866-20-001128.hdr.sgml : 20200807 20200807170540 ACCESSION NUMBER: 0001445866-20-001128 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 60 CONFORMED PERIOD OF REPORT: 20170930 FILED AS OF DATE: 20200807 DATE AS OF CHANGE: 20200807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Santa Fe Gold CORP CENTRAL INDEX KEY: 0000851726 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 841094315 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12974 FILM NUMBER: 201085514 BUSINESS ADDRESS: STREET 1: 3544 RIO GRANDE BLVD., NW CITY: ALBUQUERQUE STATE: NM ZIP: 87107 BUSINESS PHONE: (505)255-4852 MAIL ADDRESS: STREET 1: 3544 RIO GRANDE BLVD., NW CITY: ALBUQUERQUE STATE: NM ZIP: 87107 FORMER COMPANY: FORMER CONFORMED NAME: AZCO MINING INC DATE OF NAME CHANGE: 19940322 10-Q 1 sfeg_10q.htm SANTA FE GOLD CORPORATION: FORM 10Q Santa Fe Gold Corporation: Form 10Q - Filed by newsfilecorp.com

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2017

¨		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-12974

SANTA FE GOLD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	84-1094315
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	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(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.002 par value	SFEG	OTC PINK

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. Yes þ 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 (Sec.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). Yes þ No ¨

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

	Large accelerated filer ¨	Accelerated filer ¨
	Non-accelerated filer ¨	Smaller reporting company þ
	(Do not check if 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 by Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 422,670,880 shares of common stock par value $0.002, of the issuer were issued and outstanding as of August 5, 2020.

SANTA FE GOLD CORPORATION

INDEX TO FORM 10-Q

PART I

FINANCIAL INFORMATION

		Page
`Item 1.`	Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and June 30, 2017 (As Restated)	3
	Consolidated Statements of Operations for the Three Months Ended September 30, 2017 and 2016 (As Restated), (Unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2017 and 2016 (As Restated), (Unaudited)	5
	Notes to the Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23

PART II OTHER INFORMATION
`Item 1.`	Legal Proceedings	24
Item 1A	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
SIGNATURES		26
CERTIFICATIONS

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SANTA FE GOLD CORPORATION CONSOLIDATED BALANCE SHEETS
		September 30,			June 30,
		2017 (Unaudited)			2017* (As Restated)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	733,033		$	392,375
Prepaid expenses and other current assets		41,996			39,838
Total Current Assets		775,029			432,213

OTHER ASSETS:
Deposit on mineral property		1,500,000			—
Deposit in joint venture		25,000			—
Total Assets	$	2,300,029		$	432,213

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	3,132,487		$	3,276,699
Accrued liabilities		6,583,705			6,289,033
Subscribed capital		753,360			—
Notes payable		2,376,407			2,376,407
Completion guarantee payable		3,359,873			3,359,873
Total Current Liabilities		16,205,832			15,302,012
LONG TERM LIABILTY:
Shares subject to mandatory redemption by related party		1,800,000			—
		18,005,832			15,302,012

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS' DEFICIT:
Common stock, $.002 par value, 300,000,000 shares authorized; 300,000,000 and 295,601,634 shares issued and outstanding, respectively		600,000			591,204
Additional paid-in capital		83,976,507			83,955,637
Accumulated deficit		(100,282,310	)		(99,416,640	)
Total Stockholders' Deficit		(15,705,803	)		(14,869,799	)
Total Liabilities and Stockholders' Deficit	$	2,300,029		$	432,213

*The balance sheet at June 30, 2017 (As Restated) has been derived from the audited consolidated financial statement at that date.

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

SANTA FE GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,
	2017			2016 (As Restated)

REVENUES	$	—		$	—

OPERATING EXPENSES:
Exploration and other mine related costs		31,981			—
General and administrative		461,956			333,793
Total Operating Expenses		493,937			333,793

LOSS FROM OPERATIONS		(493,937	)		(333,793)

OTHER INCOME (EXPENSE):
Foreign currency translation		—			(109,141)
(Loss) gain on derivative instruments		—			(381,231)
Gain on debt extinguishment		—			14,599
Misappropriation of funds		(5,754	)		(28,963)
Financing costs - commodity supply agreements		(151,518	)		(6,491)
Interest on mandatory redemption shares by related party		(37,800	)		—
Interest expense		(176,661	)		(296,509)
Total Other Income (Expense)		(371,733	)		(807,736)

LOSS BEFORE PROVISION FOR INCOME TAXES		(865,670	)		(1,141,529)

PROVISION FOR INCOME TAXES		—			—

NET LOSS	$	(865,670	)	$	(1,141,529)

Basic and Diluted Per Share Data:
Net Loss Per Share - basic and diluted	$	(0.00	)	$	(0.00)

Weighted Average Common Shares Outstanding:
Basic and diluted		293,511,979			252,927,360

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

SANTA FE GOLD CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
		Three Months Ended
		September 30,
		2017			2016 (As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(865,670	)	$	(1,141,529	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation for services		—			166,920
Amortization of discount on notes payable		—			78,656
Non-cash interest on mandatory redemption shares by related party		37,800			—
Financing costs - commodity supply agreements		151,518			6,491
Loss on derivative instrument liabilities		—			381,231
Gain on debt extinguishment		—			(14,599)
Foreign currency translation loss		—			109,141
Net change in operating assets and liabilities:
Prepaid expenses and other current assets		(2,158	)		(17,349	)
Accounts payable and accrued liabilities		(1,058	)		199,271
Net Cash Used in Operating Activities		(679,568	)		(231,767	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Payment on mineral property acquisition		(1,500,000	)		—
Deposit in joint venture		(25,000	)		—
Net Cash Used in Investing Activities:		(1,525,000	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock purchases		895,933			178,500
Proceeds from exercise of warrants		895,933			178,500
Proceeds from stock subscriptions not issued		753,360			—
Payments on convertible debt		—			(93,000	)
Net Cash Provided by Financing Activities		2,545,226			264,000

NET INCREASE IN CASH AND CASH EQUIVALENTS		340,658			32,233
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		392,375			2,815
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	733,033		$	35,048

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Common stock returned and cancelled	$	36,000		$	13,914

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

SANTA FE GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(Unaudited)

NOTE 1 – COMPANY AND NATURE OF OPERATIONS

Santa Fe Gold Corporation, a Delaware corporation (the "Santa Fe”, "Company", “our” or “we”) is a U.S. copper, silver and gold exploration and mining company.

The accompanying unaudited financial statements and related notes present the Company’s consolidated financial position as of September 30, 2017 and June 30, 2017 (As Restated), the consolidated results of operations for the three months ended September 30, 2017 and 2016, consolidated cash flows for the three months ended September 30, 2017 and 2016. The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2018. The accounting policies followed by the Company are set forth in Note 2 to the Company’s financial statements included in Form 10-K for the fiscal year ended June 30, 2017. These interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements presented in the Company’s 2019 Annual Report on Form 10-K filed on July 15, 2020.

Nature of Operations

Santa Fe Gold Corporation 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.

Upon the Company emerging from the bankruptcy with a management team of two and no assets, we developed a business plan to raise equity funds to acquire new mining claims, a potential processing plant or arrangements with a processing plant in an acceptable geographic location to potential new mining claims.

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 recorded a loss of $865,670 for the three months ended September 30, 2017, and has a total accumulated deficit of $100,282,310 and a working capital deficit at September 30, 2017 of $15,430,803. The Company currently has no source of generating revenue.

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.

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.

At September 30, 2017, the Company was in defaults on payments of approximately $7.56 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”), other notes payable principle aggregating approximating $2.38 million, accrued liabilities of approximately $2.38 million and accounts payable approximating $2.99 million.

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 and Santa Fe Acquisitions Company, a New Mexico Limited Liability Company. All significant inter-company accounts and transactions have been eliminated in consolidation.

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.

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. 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, and stock-based compensation which are discussed in the respective notes to the consolidated financial statements.

Fair Value Measurements

The carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximated their related fair values as of September 30, 2017 and June 30, 2017, due to the relatively short-term nature of these instruments. The carrying value of the Company's convertible notes payable approximates the fair value based on the terms at which the Company could obtain similar financing and the 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.

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 Black Sholes and Monte Carlo model are utilized that values the Convertible Note and Warrants 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.

Net Income (Loss) Per Share

Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by dividing net income (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 three months ended September 30, 2017 and 2016, 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 stock-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. Stock based payments to nonemployees are valued at the earlier or a commitment date or completion of services. The Company had no stock-based compensation in the three months ending September 30, 2017, and $166,920 for the three months ended September 30, 2016.

Accounting Standards to be Adopted in Future Periods

In May 2014, the FASB issued ASC updated No. 2014-09, Revenue from Contracts with Customers (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, 2017. 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 new standard will not have an impact on our consolidated financial statements until revenue is achieved.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with a term of more than one year. Accounting by lessors will remain similar to existing U.S. GAAP. Subsequent accounting standards updates have been issued, which amend and/or clarify the application of ASU 2016-02. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and early adoption is permitted. The Company has not adopted Topic 842 as of the filing of this 10-Q and at this time the new standard will not have an impact on our consolidated financial statements until a significant lease agreement is entered.

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 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 June 30, 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. 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.

In August 2018, ASU No. 2018-13 was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 1, 2020, and early adoption is permitted. The Company is currently evaluating this guidance and the impact on its Consolidated Financial Statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force, 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 – DEPOSIT ON MINERAL PROPERTY

On August 18, 2017, the Company signed the Bullard’s Peak Agreement and delivered $100,000 towards the purchase price. The Agreement is to purchase Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company and acquire 100% of the issued and outstanding capital stock for a cash purchase price for an initial amount of $3,000,000, to be paid with installments stated in the Bullard’s Peak Agreement. Additional installments were made as follows during the quarter:

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

- On September 8, 2017, the Company delivered $500,000 to Bullard’s Peak towards the purchase price under terms of the Agreement.

NOTE 4 – ACCRUED LIABILITIES

Accrued liabilities consist of the following at September 30, 2017 and June 30, 2017:

		September 30,		June 30,
				2017
		2017		(As Restated)
Interest	$	2,534,191	$	2,357,530
Vacation		15,771		15,771
Payroll		148,445		187,705
Franchise taxes		8,695		8,695
Merger costs, net		269,986		269,986
Other		59,011		53,257
Audit		18,557		18,557
Commodity supply agreement		3,275,526		3,124,009
Property taxes		253,523		253,523
	$	6,583,705	$	6,289,033

NOTE 5 – COMPLETION GUARANTEE PAYABLE

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 at September 30, 2017 and June 30, 2017 (As Restated), respectively, and are reported as completion guarantee payable. Accrued interest on the completion guarantee payable at September 30, 2017 and June 30, 2017 (As Restated) was $926,065 and $881,967, respectively. Interest expense on the obligation for the three months ended September 30, 2017 and 2016 (As Restated) was $44,098, respectively.

NOTE 6 - SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY

On August 9, 2017, a related party returned a certificate for 20,000,000 shares of common stock and was issued a new certificate for 2,000,000 shares on the same date. The related party loaned the 18,000,000 shares to the Company to raise additional working capital until the Company increased the authorized common shares of the Company. The related party has set no specified return date after the increased share authorization and may make the election at their discretion. The value of the 18,000,000 shares is determined according to ASC 480, “Distinguishing Liabilities from Equity”. On the return date of the shares to the Company the shares were valued at the market value. On each subsequent period measurement closing, the shares will be valued at the current market price and any increase in valuation from the initial valuation will be recorded as a designated interest expense. Any decrease in valuation from the initial valuation will be recorded to Addition Paid in Capital as the obligation is to a related party of the Company. The initial valuation on August 9, 2017 was $1,762,200 and at September 30, 2017 was $1,800,000 and resulted in an interest charge of $37,800 for the three months ended September 30, 2017.

Upon return of the loaned shares to the related party, the obligation of associated theses shares will be eliminated and a corresponding entry made to Common Stock and Additional Paid in Capital.

NOTE 7 – 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 an initial compounded rate of 1% a month and was 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 the accrued compounded interest at that date was added to the principle and the interest rate was increased to 14% per annum on the outstanding balance per the Share Exchange Agreement.

In December 2016 the court administered trust paid $9,897 to the note holder and was applied against the accrued interest on the note and was recorded as a gain on trust debt forgiveness. The principal and accrued interest outstanding at September 30, 2017 is past due and in default. The principle balance and merger advance outstanding at September 30, 2017 and June 30, 2017 (As Restated) was and $232,522, respectively. Accrued interest on note at September 30, 2017 and June 30, 2017 (As Restated) was $70,722 and $63,222, respectively. Interest expense for the three months ended September 30, 2017 and 2016 (As Restated) was $7,500 and $6,050, 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 at September 30, 2017 and June 30, 2017 (As Restated) and had an accrued interest of $70,490 and $64,757, respectively. Interest expense on the note for the three months ended September 30,2017 and 2016 (As Restated) was $5,733, respectively. In December 2016 the court administered trust paid $17,412 to the note holder and was applied against the accrued interest on the note and this amount was recorded as a gain on trust debt forgiveness. The Company has been unable to make its monthly payments since November 2013, currently is due and in default and the equipment has been returned to the vendor for sale and remains unsold at September 30, 2017.

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 September 30, 2017 and June 30, 2017 (As Restated). This amount is net of a break fee of $300,000 due to the Company from Tyhee. Accrued interest on note at September 30, 2017 and June 30, 2017, (As Restated) was $1,423,257 and $1,308,578, respectively, is due and in default. Interest expense on the note for the three months ended September 30, 2017 and 2016 was $114,679 and $105,566, respectively. In December 2016 the court administered trust paid $91,788 to the note holder and was applied against the accrued interest on the note and recorded as a gain on trust debt forgiveness.

The following summarizes notes payable:		September 30,		June 30,
		2017		2017 (As Restated)
Working capital advances, interest at 1% per month, due January 15, 2015	$	212,522	$	212,522
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
Notes payable - current	$	2,376,407	$	2,376,407

NOTE 8 – 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 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.

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 September 30, 2017 and June 30, 2017 (As Restated) are as follows:

September 30, 2017
		Level 1		Level 2		Level 3		Total
Assets:
None	$	—	$	—	$	—	$	—

Liabilities:
Share redemption to related party	$	—	$	1,800,000	$	—	$	1,800,000

June 30, 2017 (As Restated)

Level 1

Level 2

Level 3

Total

Assets:

None

—

Liabilities:

Share redemption to related party

—

NOTE 9 – CONTINGENCIES AND COMMITMENTS

Commodity Supply Agreement

In December 2009, the Company entered into a definitive gold stream agreement (the “Gold Stream Agreement”) with Sandstorm to deliver a portion of the life-of-mine gold production (excluding all silver production) from the Company’s Summit silver-gold mine. Under the agreement the Company received advances of $4,000,000 as an upfront deposit, plus continue to receive future ongoing payments equal to the lesser of: $400 per ounce or the prevailing market price, (the “Fixed Price”) for each ounce of gold delivered pursuant to the agreement for the life of the mine. The Company purchases and delivers refined gold in order to satisfy the requirements of the Gold Stream Agreement and receives the Fixed Price per ounce in cash from Sandstorm. The difference between the prevailing market price and the Fixed Price per ounce for gold delivered is credited against the upfront deposit of $4,000,000 until the obligation is reduced to zero. Future ongoing payments for gold deliveries will continue at the Fixed Price per ounce with no additional credits or advances to be received from Sandstorm. In certain circumstances, including failure to meet minimum production rates, interruption in production due to permitting issues and customary events of default, the agreement may be terminated. In such event, the Company may be required to return to Sandstorm any remaining uncredited balance of the original $4,000,000 upfront deposit. See NOTE 5 - COMPLETION GUARANTY PAYABLE. Gold production subject to the agreement includes 50% of the first 10,000 ounces of gold produced, and 22% of the gold thereafter. The net cost of delivering refined gold along with other related transactional costs corresponding to the Gold Stream Agreement are recorded in Other Expenses as Financing Costs - Commodity Supply Agreements.

Under the Gold Stream Agreement, the Company has a recorded obligation at September 30, 2017 and June 30, 2017 (As Restated), of 3,709 ounces of undelivered gold valued at approximately $3.3 and $3.1 million, respectively, in accrued liabilities net of the Fixed Price of $400 per ounce to be received upon delivery. The Summit silver-gold mine property referred to in this Gold Stream Agreement was sold in the 363 Asset Sale as of asset transfer on February 26, 2016.

Share Obligation to Related Party

Office and Real Property Leases

On August 1, 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 $1,500 for the three months ended September 30, 2017 and 2016, 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.

Prior Corporate Officer

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. Mr. Jordaan was still considered a related party until the final settlement payment was made. The Company owed to related parties an aggregated amount of at September 30, 2017 and June 30, 2017, $0 and $230,527, respectively and is included in accounts payable and accrued wages at June 30, 2017. All claims by Mr. Jordaan were settled in the agreement with the final payment of $230,527 on September 21, 2017.

NOTE 10- STOCKHOLDERS' DEFICIT

Stock Returned and Cancelled

On July 28, 2017, a shareholder returned a certificate for 20,000,000 common shares to the Company for no value received by the shareholder and the investor was issued 2,000,000 shares on a new certificate. The net 18,000,000 cancelled 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. The net 18,000,000 shares returned were recorded at Par Value of $36,000 and Additional Paid in Capital of $1,726,200.

Issuance of Stock

During the three months ended September 30, 2017, the Company sold the following common stock:

	(i)	Sold an aggregate of 11,199,183 shares of restricted common stock to accredited investors for cash proceeds of $895,933 and;

	(ii)	Issued an aggregate of 11,199,183 shares of restricted common stock for the exercise of warrants to accredited investors for cash proceeds of $895,933.

Subscribed Capital

During the three months ended September 30, 2017, the Company accepted stock and attached warrant subscription payments of $753,360, for an aggregate of 9,416,962 shares of restricted common stock in excess of authorized capital. The Company received authorization by the shareholders to increase Company’s authorized capital to 550,000,000 common shares on January 11, 2019 and the subscribed capital shares were subsequently issued.

Issuance of Warrants and Expiration

During the three months ended September 30, 2017, the Company issued 15,907,662 warrants and 5,023,434 warrants expired.

Stock Options and the Amended and Restated Equity Incentive Plan

During three months ended September 30, 2017, no options were granted and 100,000 options expired. Stock option and warrant activity, both within the 2007 EIP Amended, the Restated Equity Incentive Plan and outside of these plans, for the three months ended September 30, 2017, are as follows:

	Stock Options		Stock Warrants
		Weighted		Weighted
		Average		Exercise
	Shares	Price	Shares	Price
Outstanding at June 30, 2017	5,435,000	$0.02	9,343,434	$0.28
Granted	—	—	15,907,662	$0.08
Canceled		—	—	—
Expired	(100,000)	$0.32	(5,023,434)	$0.40
Exercised	—	—	(15,907,662)	$0.08
Outstanding at September 30, 2017	5,335,000	$0.01	4,320,000	$0.15

Stock options and warrants outstanding and exercisable at September 30, 2017 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
$0.002	5,000,000	5,000,000	1.05	$	0.002	$	0.15	4,320,000	4,320,000	1.4	$	0.15
$0.07	100,000	100,000	2.26	$	0.07		—	—	—	—		—
$0.08	100,000	100,000	1.26	$	0.08		—	—	—	—		—
$0.36	135,000	135,000	0.25	$	0.36		—	—	—	—		—
	5,335,000	5,335,000						4,320,000	4,320,000

	Outstanding Options		1.05	$	0.01		Outstanding Warrants			1.4	$	0.15

	Exercisable Options		1.05	$	0.01		Exercisable Warrants			1.4	$	0.15

As of September 30, 2017, the aggregate intrinsic value of all stock options and warrants vested was $495,000. The intrinsic value of each option 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 $0.10 closing stock price of the common stock on September 30, 2017.

The total intrinsic value associated with options exercised during the three months ended September 30, 2017, 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 Equity Incentive Plan from 2007 expired on July 24, 2017 and was not renewed.

NOTE 11 – RELATED PARTY TRANSACTIONS

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

Boonyin Investments is a foreign investor who deposited $2,236,299 and received 27,953,736 shares of common stock with an average price of $0.08 during the three months ended September 30, 2017.

The board authorized on June 16, 2016, the hiring of Nataliia Mueller, wife of the Company’s CFO, with an annual wage of $48,500 as an assistant to the CFO.

In order to expedite purchases of equipment and associated expenses in Silver City on behalf of the Company, SFG deposited funds into Mr. Laws certified public accounting practice account until a new bank account was opened at Wells Fargo. Company expenses and purchases of equipment were done in that account. During the fiscal year 2017 an aggregate of $926,000 was deposited to Mr. Laws account or was paid out of the corporate account at Mr. Law’s direction. At the end of the 2017 fiscal year Mr. Laws submitted expenditures on behalf of the Company totaling $1,009,099. Subsequent to the 2017 fiscal year ended, the board directors of the Company appointed a special committee which determined the funds expended by Mr. Laws were misappropriated in the initial amount of $971,099 and a deposit of $38,000 was valid and refunded to the Company in a subsequent period. Of this amount, the $500,000 deposit that was to be made on the Alhambra Acquisition was subsequently determined never made to the sellers. See NOTE 14 – SUBSEQUENT EVENTS, Misappropriated Funds and Entry into a Material Definitive Agreement.

Prior to becoming a staff member of the Company, Mr. Laws our CEO, received a consulting fee and converted on January 1, 2018, to a full staff member. During the fiscal year ended June 30, 2017, Mr. Laws received consulting fees of $125,000.

An individual consultant, who is helpful to the Company in raising funds and is compensated on consulting fee basis, as disclosed in NOTE 15 – SUBSEQUENT EVENTS, Recent Issuances of Unregistered Securities. During the three months ended September 30, 2017, received consulting fees totaling $181,698.

On August 9, 2017, a related party shareholder returned a certificate for 20,000,000 common shares to the Company for no value received by the shareholder and the investor was issued 2,000,000 shares on a new certificate. The net 18,000,000 cancelled shares are to be re-issued at a later time and the obligation will be accounted for under ASC 480, “Distinguishing Liabilities from Equity” at the fair market value of the shares and marked to market at each balance sheet date. On April 4, 2018, the investor became a director of the Company. See NOTE 6 – SHARE OBLIGATION TO RELATED PARTY for additional disclosures.

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 12 – LEGAL PROCEEDINGS

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

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; and Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165, County of Quintero, NM. There are a series of collection cases by Boart Longyear Company, a company that obtained Utah judgments for equipment delivered to Lordsburg Mining Company in the aggregate amounts of $158,480 and has an interest rate of 5.25% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016 (As Restated), of $13,859 and recorded $21,454 in legal fees awarded in the judgement. During the three months ended September 30, 2017, the Company accrued interest on the obligation of $2,097. Accrued interest on the obligation at September 30, 2017 and June 30, 2017 (As Restated), was $13,795 and $11,698, respectively.

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. On July 31, 2017, this case was dismissed with prejudice.

Wagner Equipment Co. v. Lordsburg Mining Company, Case No. D-2014-02372, County of Bernalillo, NM 28 is a collection case by Wagner equipment, who obtained judgment for equipment delivered to Lordsburg Mining Company in the amount of $115,789 and has a rate of interest of 8.75% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016 (As Restated), of $26,875. During the three months ended September 30, 2017, the Company accrued interest on the obligation of $2,554. Accrued interest on the obligation at September 30, 2017 and June 30, 2017 (As Restated) was $29,862 and $27,308, respectively.

The bankruptcy court set up a Trust fund that will be funded by the activities of the Summit mine for five (5) years for five years from reopening and the trust funds will be distributed by an independent trustee to all credit holders on record. Currently all debts at the time of the bankruptcy are currently due and in default. None of the claims have been reopened since June 2016.

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.

The Department of Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”) have each initiated investigation into the Company and certain other individuals, resulting from the Laws transactions and related misappropriation of funds described herein. The SEC has obtained a formal order to investigate the Company. The DOJ investigation is still preliminary. These types of investigations are expensive, time-consuming for management, and unpredictable – often resulting in other aspects of the Company’s operations becoming subject to regulatory scrutiny. These investigations are ongoing and no prediction can be made regarding the timing or outcome of such matters including remedial action pursued against the Company and others, including its officers and directors.

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 September 30, 2017, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

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.

NOTE 13 – SUBSEQUENT EVENTS

Recent Issuances of Unregistered Securities

In the period from October 2017 through June 30, 2018, the Company sold an aggregate of 9,887,510 units. Each unit consisted of one restricted common stock and one common stock warrant. The warrants had a term of 5 years and an exercise price of $0.08. All warrants were immediately exercised resulting in the issuance of an additional 9,887,510 restricted common shares. The Company received aggregate proceeds of $1,582,002 from these sales and warrant exercises. During the period August 2018 through August 5, 2020, ten existing accredited shareholders and two new accredited investors purchased and aggregate of 53,959,243 restricted common shares for $3,451,980. In addition, our chairman purchased 10,392,858 restricted common shares for $675,000. The issuance of the restricted common shares, were issued in reliance upon the exemption under Regulation S of the Securities Act, and in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company incurred fees of $265,024 and no placement fees were paid after August 18, 2018.

During the period November 2017 and August 5, 2020, the Company issued 7,686,018 restricted shares of common stock for consulting services at an aggregated market value of $758,776 on the date of issuance. The issuance of the restricted common shares, were exempt from registration requirements of the Security Act of 1933, as amended, pursuant to Section 4(a)2, thereof because such issuance did not involve a public offering.

On May 8, 2018, the Company converted $23,824 of accrued salary for the Company CFO into 476,484 shares of restricted common stock at a market value of $47,648 on the date on conversion and recorded a loss on debt conversion of $23,824.

On March 20, 2019, the Company granted our Chairman of the Board of Directors and our Chief Financial Officer each 15,000,000 cashless five-year options at a strike price of $0.05, the market price on the date of the grant, for their efforts on reviving the Company.

In the period from March 2020 through August 5, 2020, the Company issued warrants to existing accredited investors aggregating 4,500,000, and 2,250,000 warrants to the chairman of the board that were attached to restricted stock purchases. The warrants were vested at issuance, have a three life and an exercise price of $0.05 and $0.07.per share.

In April 2020 , the Company converted $100,000 of loaned funds to the Company from our CFO into 2,000,000 shares of restricted common stock at a market value of $117,000 on the date on grant and recorded a loss on debt conversion of $17,000. Warrants issued in conjunction with the conversion were 1,000,000 vested three-year warrants and have an exercise price of $0.05 per share.

On June 30, 2020 , the Company converted a note payable with the Company CFO consisting of principal and interest of $42,037 and $6,178, respectively, into 964,299 shares of restricted common stock at $0.05 per share. The market value on the date of conversion was $67,501 and on the date of conversion the Company recorded a loss on debt conversion of $19,286. In conjunction with the conversion 482,149 vested three-year warrants were granted and have an exercise price of $0.05 per share.

Other Events

In December 2017 the Company signed a financial advisory agreement to assist the Company on moving forward for a monthly fee of $10,000 a month beginning in February 2018 and fees paid to date aggregate $135,000. The agreement also included a five-year warrant for 100,000 shares of common stock at an exercise price of $0.15 per share.

Alhambra Acquisition

Hawk Consolidated Mines Company for an initial purchase price of $3,000,000, and the capital stock of Bullard’s Peak Corporation and the mining claims collateralize the full purchase price payment. The Company granted the seller a 2% net smelter return in perpetuity. The net smelter return is the greater of (i) all monies the Company receives for or from any and all ore removed from the property comprising the mining claims whether for exploration, mining operations or any other reason, and (ii) the fair market value of removed ore from the property comprising the mining claims. Title to the claims will be transferred upon receipt by seller of the full purchase price. In August 2018, the Company was informed that the seller terminated the stock purchase agreement. Pursuant to an amendment to the stock purchase agreement in October 2018, the Company paid the seller $100,000 and the seller rescinded the August 2018 election to terminate the stock purchase agreement and waived all then existing events of default and any additional interest, late fees, and other damage claims due to the Company’s prior breaches of the stock purchase agreement. On October 31, 2018, the Company paid the seller an additional $100,000. The balance of the purchase price of $350,365 (which includes $50,365 of expenses that the Company agreed to reimburse seller) is required to be paid: (i) $100,000 on or before November 30, 2018 and (ii) $250,365 on or before December 31, 2018. If any payment is not timely paid, all rights of the Company under the stock purchase agreement shall become automatically null and void and seller shall retain all monies paid as liquidated damages for the Company’s breach, and seller shall have no further obligations to the Company, including but not limited to, any obligation to transfer the capital stock of Bullard’s Peak Corporation to the Company pursuant to the terms of the stock purchase agreement. We paid $100,000 in November 2018 with respect to the Alhambra Silver Mine acquisition and owed a balance of approximately $250,000 on December 31, 2018, to complete the acquisition. Lack of funding on December 31, 2018 resulted in us entering into a third amendment pursuant to which we paid $65,000 on January 2, 2019, a late fee payment on February 1, 2019 of $50,000, a $100,000 on February 28, 2019, and the final payment of $100,365 was paid on April 2, 2019, for the total acquisition cost of $3,115,365.

In February 2018, the Company filed for a permit to start operations at the Bullard’s Peak property. The permit was awarded on March 7, 2018. As of the filing of this report, no operations have commenced.

British Columbia Properties Acquisition.

On November 30, 2017, the Company entered into substantially identical agreements with Fortune Graphite, Inc. and Worldwide Graphite Producers, Ltd. to acquire a total of four placer claims for aggregate consideration of C$400,000 and the issuance of 10,000,000 shares of Company common stock. Title to these claims remained in trust with the sellers until payment in full. To date, the Company has paid to the sellers’ consideration of C$205,000. The Company disclosed in a Form 8-K filing on November 20, 2018 that it had been notified that it was in default with respect to these two November 2017 agreements and that the sellers threatened legal action. The Company has engaged British Columbia counsel to review the two November 2017 agreements and has concluded that there were false representations made by the sellers and that certain conditions precedent of sellers were not satisfied. As a result, the Company’s position is that these two November 2017 agreements are not and were never binding and have requested sellers to refund the C$205,000. The Company so informed sellers on March 4, 2019. The Company continues to evaluate its rights and remedies in connection with this matter. As a result, the Company does not own any rights to the four placer claims located in the Vernon mining district of British Columbia, Canada (which property is more fully set forth in the Form 8-K filing dated November 20, 2018). At the time of the filing of this report the agreements are being scheduled for arbitration by the Company attorney. The Company position subsequently is to void the transaction based upon the questionable claim activity and due to the uncertainty of the outcome has provided an impairment of the amount at June 30, 2019, in the amount of $210,116.

New Mexico Mine Claims

The Company acquired the Malone Mine claims, Playa Hidalgo Placer claims and the Pinos Altos claims for an aggregate of $500. In August of each calendar year, the Company is required to renew these claims at a price of $165 per claim.

Purchase agreement for New Mexico Mining Properties

The Company entered into a purchase agreement with a mining operator in January 2019 to purchase two properties in western New Mexico, the Billali Mine, and the Jim Crow Imperial Mine. The purchase price for all rights and interests to be conveyed is $2,500,000 for the Billali Mine and $7,500,000 for the Jim Crow Imperial Mine, with aggregate consideration for both definitive agreements payable as follows per Amendment Three that is effective as of May 1, 2020:

*$500,000 paid to date as of the filing date;

*buyer to pay $50,000 monthly commencing July 1, 2020, and continuing for the next subsequent 19 months;

*commencing 30 days after the last payment above, and continuing for the for an additional 48 subsequent payments, buyer to make each 30 days a payment in the amount of $175,000;

*after the final payment above and 30 days thereafter, the buyer will make the final payment of $100,000 completing the purchase.

*each payment made hereunder will be allocated twenty-five per cent (25%) to the Billali and seventy-five percent (75%) to the Jim Crow, Imperial.

The Agreement has a 5% net smelter return (NSR) royalty on the nine patented Lode Claims with a royalty limit up to $650,000, and a 3% NSR thereafter.

Title and all rights and interest in the properties will be conveyed under the agreements upon completion of the payments of the purchase prices of the properties.

Canarc Agreement

A forbearance agreement by and among Santa Fe and Canarc Resource Corp. (“Canarc”) was entered into and effective as of February 12, 2018. Canarc loaned Santa Fe $220,000 in 2014. The funding requirements were not attained and the loan became due on January 15, 2015. The Company agreed with Canarc to make four installment payments as follows: (i) $25,000 on February 14, 2018; (ii) $25,000 on June 30, 2018; (iii) $85,000 on October 1, 2018; and (iv) $85,000 on December 31, 2018. All payments were made on a timely basis. With the final payment completed, Canarc forgave $12,522 of principal and accrued interest on the note payable of approximately $100,103 per the terms of the agreement and the Company recorded a gain on debt extinguishment of approximately $112,625 in the quarter ended December 31, 2018.

Miscellaneous

On March 8, 2018, the board decided in a special meeting that all options awarded to Erich Hofer, Frank Mueller are declared void and all options should be removed from the financial reporting, excepting prior valid historical options issued for director services. At a later time, the board will revisit the awards based on the recommendation by the President of the Company for the staff members who were essential in reviving the Company from bankruptcy.

In April 2018, the board appointed Brian Adair Chairman of the Audit Committee.

In April 2018, the Company entered into an engagement with a financial advisory group for an initial four-month term and renewable under mutual agreement. The fees were $2,000 monthly and 50,000 shares of restricted common stock to be issued one month after the agreement date. The Company paid an aggregate of $18,229 under the agreement and cancelled the contract and the shares have been issued as of this filing.

During the period October 2018 to June 30, 2020, the CFO of the Company and an outside party, loaned the Company an aggregate of $381,787, evidenced by demand unsecured notes payable at an annual rate of interest of 6% and have no stated due dates. At the time of filing this report, the outside party had been paid back $80,000 of their loaned funds and the CFO of the Company has converted the balance of loaned funds and interest thereon into restricted common stock.

On December 18, 2019, Mr. Daniel Gorski, our consultant geologist, was appointed to our board of directors.

Effective July 7, 2020, the Company retained a new Chief Financial Officer and the prior Chief Financial Officer was reassigned to oversee all mining operations as they come on line in our fiscal 2021 year.

Change of Auditors

On July 13, 2018, the Company elected to change auditors and MaloneBailey, LLP was replaced with TAAD, LLP.

Misappropriation of Funds and Entry into a Material Definitive Agreement

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

$1,651,263, including the additional incurred associated costs, of which $485,966 has been recovered by the Company from Mr. Laws. The Company does not anticipate collecting a material amount due from Mr. Laws and will be determined by the bankruptcy court.

The Company has restated the previously issued consolidated financial statements for, and financial information relating to, the fiscal year ended June 30, 2017 and the interim periods therein.

Subsequent review of these transactions for the fiscal year ended June 30, 2017, resulted in a restatement of assets and operating costs in the amount of $971,099 and charged to the former chief executive officer.

Mr. Laws was terminated as the at-will chief executive officer of the Company on September 24, 2018. Currently no interim chief executive officer has been named to replace Mr. Laws. The board of directors has requested Mr. Laws to resign as a director and received Mr. Law’s resignation on January 9, 2019. No interim chief executive officer has been named to date to replace Mr. Laws. Mr. Brian Adair has been named chairman of the board.

In November 2018, Santa Fe filed a complaint in Luna County District Court, State of New Mexico, requesting a $930,000 money judgment against Mr. and Mrs. Laws, in addition to foreclosing on the mortgage Mr. and Ms. Laws granted to Santa Fe on real property to secure the promissory note located in Luna County, New Mexico.

In November 2018, Santa Fe filed a similar complaint in Grant County District Court, State of New Mexico, as Mr. and Mrs. Laws and XYZ Ranch Estates, LLC granted Santa Fe a deed of trust and a mortgage, respectively, on several pieces of real property in Grant County, New Mexico. Mr. Laws also granted Santa Fe a security agreement on an airplane located in Grant County, New Mexico. The complaint in Grant County requested a money judgment in the amount of $930,000 against Mr. and Mrs. Laws, in addition to a request to foreclose on the assets pledged to us located in Grant County, New Mexico.

As of filing of this report, the Company has determined that Mr. Laws owes the Company $1,165,297, net of funds recovered from Mr. Laws of $485,966. This amount does not include any penalties or interest as provided in the secured promissory note and security agreement signed by Mr. Laws.

As of the filing of this report, Mr. Laws has pleaded guilty to various charges brought against him by government officials, which include the Company allegations. Mr. Laws is currently awaiting sentencing on the pleaded to charges. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court. The Company does not anticipate collecting a material amount due from Mr. Laws and will be determined by the bankruptcy court.

Engagement of Mining Consultant

The Company has entered into an at-will consulting agreement with Daniel E. Gorski in November 2018 to provide consulting services to the Company with respect to its proposed mining operations, at the rate of $5,000 per month in cash and $5,000 per month in Company common stock. Mr. Gorski is owed an additional $30,000 from work performed for the Company during the period March 2018 through August 2018 prior to his engagement.

Items Voted upon at the Company Shareholders Meeting

The Company held a shareholder meeting on January 11, 2019, in Albuquerque, New Mexico, and a majority of our shareholders voted to (i) amend our certificate of incorporation to increase the authorized shares of common stock that we have authority to issue from 300,000,000 shares to 550,000,000 shares and (ii) remove Thomas Laws as a director.

Resignation of Board members

Longtime Board member Erich Hofer resigned effective December 28, 2018, and Tom Laws resigned effective January 9, 2019 (just prior to the shareholder meeting on January 11, 2019 in which the shareholders voted to remove him as a director).

Extinguishment of Debt

At June 30, 2019, we wrote off two finance facilities under British Columbia law where the statute of limitations had run out pursuant to the Limitations Act (British Columbia). The Company retained legal services in British Columbia to research the British Columbia statutes of limitations on the collectability of the finance facilities. Legal counsel reviewed all related documents, records of proceedings and all records and documents deemed relevant to the two finance facilities. It was determined that the finance facilities were subject to the laws of the Providence of British Columbia and the federal laws of Canada. The Company received a written legal opinion from legal counsel that the two researched finance facilities under the Limitations Act (British Columbia) and any relevant case law in British Columbia, that the statute of limitations has run for the two finance facility liabilities pursuant to

the Limitations Act (British Columbia) and that no future claims can be commenced in the Providence of British Columbia and the Company has no outstanding legal obligation on the finance facilities.

Merger Agreement, loan balance	$ 1,745,092
Merger Agreement, loan accrued interest	2,155,335
Merger Agreement accrued fees	269,986
Goldstream loan balance	3,742,505
Completion Guaranty accrued interest	1,234,749
Completion Guaranty Payable	3,359,873
Forbearance Agreement	112,625
Total Debt Extinguishment	$ 12,620,165

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

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

•exploration for minerals is highly speculative and involves greater risk than many other businesses; as such, most exploration programs fail to result in the discovery of economic mineralization;

•our mineralized material calculations at various 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;

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

•our anticipated needs for working capital;

•our ability to secure financing;

•claims and legal proceedings against us;

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

•our exposure to material costs, liabilities and obligations because of environmental laws and regulations (including changes thereto) and permits;

•changes in the price of silver and gold;

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

•our projected sales and profitability;

our business growth strategies;

•anticipated trends in our industry;

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

•problems regarding availability of materials and equipment;

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

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

The Company does not intend to undertake to update the information in this Form 10-Q if any forward-looking statement later turns out to be inaccurate.

The following discussion summarizes the results of our operations for the three months ending September 30, 2017 and 2016, but with the knowledge that Santa Fe Gold with all its subsidiaries filed for Bankruptcy - Chapter 11 in August 2015 and the case was dismissed from bankruptcy on June 15, 2016.

Basis of Presentation and Going Concern

The consolidated unaudited 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. As a result of these circumstances, management concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern as it is currently structured.

The future of the Company is discussed in the 10-K filings for the fiscal year ended June 30, 2019.

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.

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.

At September 30, 2017, the Company was in defaults on payments of approximately $7.56 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”), other notes payable principle aggregating approximating $2.38 million, accrued liabilities of approximately $3.31 million and accounts payable approximating $2.99 million.

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.

Operating Results for the Three Months Ended September 30, 2017 and 2016 (As Restated)

Sales, net

During the three months ended September 30, 2017 and 2016, the Company had no revenue in the periods of measurements.

Operating Costs and Expenses

Our operating cost incurred in three months ended September 30, 2017, increased $160,144 from $333,793 in the three months ended September 30, 2016, to $493,937 for the current period of measurement. The increases in operating costs in the current period of measurement is attributable increased exploration and mine related costs of $31,981and increased general and administrative of $128,163.

Increases in exploration and mine related costs were due mainly to increased geological exploration related costs. The increase in general and administrative expenses was mainly attributable to an increase consulting fees related to working capital raises of $103,401 and legal and accounting fees of $25,889.

Other Income (Expense)

Other income (expense) for three months ended September 30, 2017, was $(371,733) as compared to $(807,736) for three months ended September 30, 2016, a decrease in other expense of $436,003. The net decrease in other expense for the current period measurement is mainly comprised of the following components: decreased losses on foreign currency translation of $109,141; on derivative instruments of $381,231, misappropriation of funds of $23,209 and interest expense of $119,848. These other expense decreases were offset by an increase in financing costs – commodity supply agreements of $145,027 and interest on mandatory share redemption by a related party of $37,800.

For the three months ended September 30, 2017, there were no derivative financial instruments or related derivative gain or loss and in the current reporting period. The prior reporting period had a loss $381,231 on derivative instruments. 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 associated 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 three months ended September 30, 2017, financing costs – commodity supply agreements had an increased loss of $145,027 from the comparable period of measurement, which had a loss of $6,491. The financing costs for commodity supply agreements relate directly to production delivery of refined precious metals to Sandstorm in the prior period of measurement. The 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 increased in the current period of measurement is driven by an increase in precious metals prices.

The decrease in interest expense for the current period of measurement was $119,848, and is a result of a decrease in loan discounts expensed as interest expense of $60,547 and no convertible debt interest in the current period of measurement.

Liquidity and Capital Resources; Plan of Operation

As of September 30, 2017, we had cash of $733,033 and we had a working capital deficit of $15,430,803.

At September30, 2017, we were in arrears on payments totaling approximately $7.56 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm in the Santa Fe Gold Barbados subsidiary and other corporate debt approximating $10.44 million.

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

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.

During the three months ending September 30, 2017, the Company continued to implement its initial plan to emerge from the bankruptcy proceedings. The Company raised $2,545,226 from the sale of common stock subscriptions and the exercise of attached warrants. The funds were used as working capital to implement the Company business plan.

On August 18, 2017, the Company signed the Bullard’s Peak Agreement and delivered $100,000 towards the purchase price. The Agreement is to purchase Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company and 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 with installments stated in the Bullard’s Peak Agreement. Title to the claims and transfer of the issued and outstanding shares will be transferred upon receipt by seller of the full purchase price. The final payment was made on April 2, 2019 and the final purchase price with related costs was $3,115,365 .

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

During the three months ended September 30, 2017, our management, with the participation of our then Chief Executive Officer and Chief Financial Officer of the Company at that time, 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 September 30, 2017, 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 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. A significant weakness existed that our then current Chief Executive Officer, also a CPA, insisted on maintaining various original detail financial records at his office and not the corporate office. The lack of not receiving these original documents and related reviews, resulted in a subsequent reporting period the Company uncovering a misappropriation of Company funds by the then current Chief Executive Officer

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”).

While present in our design of internal controls, our internal controls over financial reporting and disclosure are not written; however, the operation of many controls are in place and are applied on a consistent basis. Company personnel perform controls standard to: 1) approve all Company expenditures, 2) approve and sign contractual obligations, 3) reconcile bank accounts and other general ledger accounts, and 4) many other similar rudimentary controls applied as best practice.

However, we have concluded that due to the Company’s small size and limited personnel available to perform control functions, and the weakness described above, the Company was precluded from applying adequate segregation of duties in financial transactions. The Company has taken steps to assure all original financial documents are received and maintained at the corporate office. The material weaknesses described are common to companies of our similar size and staffing in our industry. We expect these material weakness conditions to continue for the foreseeable future, or until Company growth results in additional personnel to perform segregated financial functions.

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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, during the nine months ended September 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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; and Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165, County of Quintero, NM. There are a series of collection cases by Boart Longyear Company, a company that obtained Utah judgments for equipment delivered to Lordsburg Mining Company in the aggregate amounts of $158,480 and has an interest rate of 5.25% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016 (As Restated), of $13,859 and recorded $21,454 in legal fees awarded in the judgement. During the three months ended September 30, 2017, the Company accrued interest on the obligation of $2,097. Accrued interest on the obligation at September 30, 2017 and June 30, 2017 (As Restated) was $13,795 and $11,698, respectively.

Wagner Equipment Co. v. Lordsburg Mining Company, Case No. D-2014-02372, County of Bernalillo, NM 28 is a collection case by Wagner equipment, who obtained judgment for equipment delivered to Lordsburg Mining Company in the amount of $115,789 and has a rate of interest of 8.75% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016, of $26,875. During the three months ended September 30, 2017, the Company accrued interest on the obligation of $2,554. Accrued interest on the obligation at September 30, 2017 and June 30, 2017 (As Restated) was $29,862 and $27,308, respectively.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in our annual report on Form 10-K for our year fiscal ended June 30, 2019, although we may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings. If any of the risks described actually occurs, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock could fall.

Except as set forth herein, Santa Fe Gold and all its subsidiaries, filed for bankruptcy protection under Chapter 11 in the state of Delaware, Case # 15-11761-MFW on August 26, 2015 and on June 15, 2016, the case was dismissed on June 15, 2016. The Company’s most current risk factors are disclosed in our Annual Report filed with the Commission on Form 10-K for the fiscal year ended June 30, 2019 to the SEC on July 15, 2020 and are incorporated herein by reference.

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

Between July 1, 2017 and September 30, 2017, in reliance upon the exemption under Regulation S of the Securities Act, and in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering, the Company issued stock subscriptions to four accredited investors at $0.08 per share an aggregate total of 15,907,662 shares of the Company’s Common Stock and attached warrants aggregating 15,907,662 at $0.08 per share for an aggregate consideration of $$2,545,226. The Company issued an aggregate of 22,398,366 shares of restricted common stock for the stock subscriptions and exercise of attached warrants to the accredited investors and an aggregate total of 9,416,958 shares and attached warrants need to be issued upon the shareholder approved increase in the Company’s authorized common shares on January 11, 2019. There were no subsequent or contemporaneous public offerings of the Common Stock by the Company. The shares of the Company’s Common Stock were not broken down into smaller denominations and negotiations for the issuance of the shares took place directly between the investors and the Company.

The issuance of the restricted common shares during the three months ended September 30, 2017, 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. The cash proceeds were utilized for working capital by the Company. In connection with transactions referenced above, other than issuances to the Company’s officers, directors, employees and consultants for services, the Company obtained representations that (i) such investor was an “accredited investor” within the meaning of Rule 501 of Regulation D, (ii) such investor was acquiring the securities for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (iii) such investor understands that the purchased securities or shares underlying such securities are subject to transfer restrictions under the Securities Act and any applicable state securities laws, (iv) such investor has knowledge and experience in financial and business matters such that such investor is capable of evaluating the merits and risks of an investment in us, and (v) such investor has considered the risk factors contained in SEC filings. In connection with sales of our equity securities for cash during the period ending September 30, 2017, finder’s fees were paid on sales made to existing shareholders where such fees were disclosed and such existing shareholders had already made their subsequent purchase decisions prior to investing. These sales were made fees paid in a manner consistent with the SEC’s Paul Anka No Action Letter (Issued July 24, 1991). That is, (a) the finder did not have involvement in negotiating or structuring transactions with investors (they had already made the decisions to purchase based on their own criteria, no sales material was provided by the finder with the sole exception of a blank subscription agreement that the finder was provided by the Company and that was forwarded along with the per share price to the investor as a courtesy); (b) the finder did not value or opine as to the Company’s common stock’s value and did not participate in negotiating on behalf of the investor or the Company; (c) the finder was not in the business of brokering transactions and its activity, as a finder, was isolated to helping the Company and (d) although fees were paid in connection with the sales of the Company’s common

stock, this was disclosed on the subscription agreements and the other items were as limited or more limited than those that were present that gave rise to the SEC’s Paul Anka No-Action Letter. (Id.) Further, not only did the investors have a pre-existing relationship with the finder but in the Anka No-Action Letter none of the prospective investors was an existing shareholder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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

ITEM 4. MINE SAFETY DISCLOSURES

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (The “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal years ended June 30, 2019, 2018 and 2017, our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) as no mining activity had commenced. There are no such disclosures to be made at this time.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a)The following exhibits are filed as part of this report:

Exhibit	Description
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14a and Rule 15d-14(a).

32.1	Certification of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C.-. Section 1350.

SIGNATURES:

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August , 2020	/s/ Stephen J. Antol
	Stephen J. Antol Chief Financial Officer, Principal Accounting Officer

EX-31.1 2 sfeg_ex31z1.htm CERTIFICATION

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, Stephen J. Antol, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Santa Fe Gold Corporation (the “registrant”);

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(s) 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 controls 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 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; and

(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 officers 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: August , 2020

/s/ Stephen J. Antol

Stephen J. Antol

Chief Financial Officer, Principal Accounting Officer

EX-32.1 3 sfeg_ex32z1.htm CERTIFICATION

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Santa Fe Gold Corporation, (the “Company”) on Form 10-Q for the three-month period ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer 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:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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: August , 2020	/s/ Stephen J. Antol
	Stephen J. Antol
	Chief Financial Officer, Principal Accounting Officer

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NOTE 1 COMPANY AND NATURE OF OPERATIONS Santa Fe Gold Corporation, a Delaware corporation (the "Santa Fe, "Company", our or we) is a U.S. copper, silver and gold exploration and mining company.  The accompanying unaudited financial statements and related notes present the Companys consolidated financial position as of September 30, 2017 and June 30, 2017 (As Restated), the consolidated results of operations for the three months ended September 30, 2017 and 2016, consolidated cash flows for the three months ended September 30, 2017 and 2016. The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2018. The accounting policies followed by the Company are set forth in Note 2 to the Companys financial statements included in Form 10-K for the fiscal year ended June 30, 2017. These interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements presented in the Companys 2019 Annual Report on Form 10-K filed on July 15, 2020. Nature of Operations Santa Fe Gold Corporation 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. Upon the Company emerging from the bankruptcy with a management team of two and no assets, we developed a business plan to raise equity funds to acquire new mining claims, a potential processing plant or arrangements with a processing plant in an acceptable geographic location to potential new mining claims.  On August 18, 2017, the Company signed the Bullards Peak Agreement and delivered $100,000 towards the purchase price. The Agreement is to purchase Bullards Peak Corporation and Black Hawk Consolidated Mines Company and acquire 100% of the issued and outstanding capital stock for a cash purchase price in the aggregate amount of $3,000,000, and paid with installments stated in the Bullards Peak Agreement.

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 recorded a loss of $865,670 for the three months ended September 30, 2017, and has a total accumulated deficit of $100,282,310 and a working capital deficit at September 30, 2017 of $15,430,803. The Company currently has no source of generating revenue.  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 Companys 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.  At September 30, 2017, the Company was in defaults on payments of approximately $7.56 million under a gold stream agreement (the Gold Stream Agreement) with Sandstorm Gold Ltd. (Sandstorm), other notes payable principle aggregating approximating $2.38 million, accrued liabilities of approximately $2.38 million and accounts payable approximating $2.99 million. 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 and Santa Fe Acquisitions Company, a New Mexico Limited Liability Company. All significant inter-company accounts and transactions have been eliminated in consolidation. 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. Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. 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, and stock-based compensation which are discussed in the respective notes to the consolidated financial statements. Fair Value Measurements The carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximated their related fair values as of September 30, 2017 and June 30, 2017, due to the relatively short-term nature of these instruments. The carrying value of the Company's convertible notes payable approximates the fair value based on the terms at which the Company could obtain similar financing and the 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.  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 Black Sholes and Monte Carlo model are utilized that values the Convertible Note and Warrants 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 Companys 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.  Net Income (Loss) Per Share  Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by dividing net income (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 three months ended September 30, 2017 and 2016, 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 Companys 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 stock-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. Stock based payments to nonemployees are valued at the earlier or a commitment date or completion of services. The Company had no stock-based compensation in the three months ending September 30, 2017, and $166,920 for the three months ended September 30, 2016. Accounting Standards to be Adopted in Future Periods  In May 2014, the FASB issued ASC updated No. 2014-09, Revenue from Contracts with Customers (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, 2017. 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 new standard will not have an impact on our consolidated financial statements until revenue is achieved. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with a term of more than one year. Accounting by lessors will remain similar to existing U.S. GAAP. Subsequent accounting standards updates have been issued, which amend and/or clarify the application of ASU 2016-02. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and early adoption is permitted. The Company has not adopted Topic 842 as of the filing of this 10-Q and at this time the new standard will not have an impact on our consolidated financial statements until a significant lease agreement is entered. 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 Companys financial position or results of operations. 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, CompensationStock 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 June 30, 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. 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. In August 2018, ASU No. 2018-13 was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 1, 2020, and early adoption is permitted.  The Company is currently evaluating this guidance and the impact on its Consolidated Financial Statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force, 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.

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 recorded a loss of $865,670 for the three months ended September 30, 2017, and has a total accumulated deficit of $100,282,310 and a working capital deficit at September 30, 2017 of $15,430,803. The Company currently has no source of generating revenue.  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 Companys 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.  At September 30, 2017, the Company was in defaults on payments of approximately $7.56 million under a gold stream agreement (the Gold Stream Agreement) with Sandstorm Gold Ltd. (Sandstorm), other notes payable principle aggregating approximating $2.38 million, accrued liabilities of approximately $2.38 million and accounts payable approximating $2.99 million.

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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 and Santa Fe Acquisitions Company, a New Mexico Limited Liability Company. All significant inter-company accounts and transactions have been eliminated in consolidation. 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.

Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. 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, and stock-based compensation which are discussed in the respective notes to the consolidated financial statements.

Fair Value Measurements The carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximated their related fair values as of September 30, 2017 and June 30, 2017, due to the relatively short-term nature of these instruments. The carrying value of the Company's convertible notes payable approximates the fair value based on the terms at which the Company could obtain similar financing and the 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.

Net Income (Loss) Per Share  Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by dividing net income (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 three months ended September 30, 2017 and 2016, 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 Companys 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 stock-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. Stock based payments to nonemployees are valued at the earlier or a commitment date or completion of services. The Company had no stock-based compensation in the three months ending September 30, 2017, and $166,920 for the three months ended September 30, 2016.

166920

Accounting Standards to be Adopted in Future Periods  In May 2014, the FASB issued ASC updated No. 2014-09, Revenue from Contracts with Customers (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, 2017. 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 new standard will not have an impact on our consolidated financial statements until revenue is achieved. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with a term of more than one year. Accounting by lessors will remain similar to existing U.S. GAAP. Subsequent accounting standards updates have been issued, which amend and/or clarify the application of ASU 2016-02. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and early adoption is permitted. The Company has not adopted Topic 842 as of the filing of this 10-Q and at this time the new standard will not have an impact on our consolidated financial statements until a significant lease agreement is entered. 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 Companys financial position or results of operations. 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, CompensationStock 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 June 30, 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. 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. In August 2018, ASU No. 2018-13 was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 1, 2020, and early adoption is permitted.  The Company is currently evaluating this guidance and the impact on its Consolidated Financial Statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force, 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 DEPOSIT ON MINERAL PROPERTY  On August 18, 2017, the Company signed the Bullards Peak Agreement and delivered $100,000 towards the purchase price. The Agreement is to purchase Bullards Peak Corporation and Black Hawk Consolidated Mines Company and acquire 100% of the issued and outstanding capital stock for a cash purchase price for an initial amount of $3,000,000, to be paid with installments stated in the Bullards Peak Agreement. Additional installments were made as follows during the quarter:    - On August 30, 2017, the Company delivered an additional $900,000 to Bullards Peak towards the purchase price under terms of the Agreement; and- On September 8, 2017, the Company delivered $500,000 to Bullards Peak towards the purchase price under terms of the Agreement.

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NOTE 5  COMPLETION GUARANTEE PAYABLE At June 30, 2012, the Company calculated the completion guarantee payable provided by Amendment 1 under the Gold Stream Agreement with Sandstorm. See NOTE 9- CONTINGENCIES AND COMMITMENTS, Commodity Supply Agreement. 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 at September 30, 2017 and June 30, 2017 (As Restated), respectively, and are reported as completion guarantee payable. Accrued interest on the completion guarantee payable at September 30, 2017 and June 30, 2017 (As Restated) was $926,065 and $881,967, respectively. Interest expense on the obligation for the three months ended September 30, 2017 and 2016 (As Restated) was $44,098, respectively.

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NOTE 6 - SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY On August 9, 2017, a related party returned a certificate for 20,000,000 shares of common stock and was issued a new certificate for 2,000,000 shares on the same date. The related party loaned the 18,000,000 shares to the Company to raise additional working capital until the Company increased the authorized common shares of the Company. The related party has set no specified return date after the increased share authorization and may make the election at their discretion. The value of the 18,000,000 shares is determined according to ASC 480, Distinguishing Liabilities from Equity. On the return date of the shares to the Company the shares were valued at the market value. On each subsequent period measurement closing, the shares will be valued at the current market price and any increase in valuation from the initial valuation will be recorded as a designated interest expense. Any decrease in valuation from the initial valuation will be recorded to Addition Paid in Capital as the obligation is to a related party of the Company. The initial valuation on August 9, 2017 was $1,762,200 and at September 30, 2017 was $1,800,000 and resulted in an interest charge of $37,800 for the three months ended September 30, 2017. Upon return of the loaned shares to the related party, the obligation of associated theses shares will be eliminated and a corresponding entry made to Common Stock and Additional Paid in Capital.

269986 269986 269986 300000

NOTE 9 CONTINGENCIES AND COMMITMENTS Commodity Supply Agreement   In December 2009, the Company entered into a definitive gold stream agreement (the Gold Stream Agreement) with Sandstorm to deliver a portion of the life-of-mine gold production (excluding all silver production) from the Companys Summit silver-gold mine. Under the agreement the Company received advances of $4,000,000 as an upfront deposit, plus continue to receive future ongoing payments equal to the lesser of: $400 per ounce or the prevailing market price, (the Fixed Price) for each ounce of gold delivered pursuant to the agreement for the life of the mine. The Company purchases and delivers refined gold in order to satisfy the requirements of the Gold Stream Agreement and receives the Fixed Price per ounce in cash from Sandstorm. The difference between the prevailing market price and the Fixed Price per ounce for gold delivered is credited against the upfront deposit of $4,000,000 until the obligation is reduced to zero. Future ongoing payments for gold deliveries will continue at the Fixed Price per ounce with no additional credits or advances to be received from Sandstorm. In certain circumstances, including failure to meet minimum production rates, interruption in production due to permitting issues and customary events of default, the agreement may be terminated. In such event, the Company may be required to return to Sandstorm any remaining uncredited balance of the original $4,000,000 upfront deposit. See NOTE 5 - COMPLETION GUARANTY PAYABLE. Gold production subject to the agreement includes 50% of the first 10,000 ounces of gold produced, and 22% of the gold thereafter. The net cost of delivering refined gold along with other related transactional costs corresponding to the Gold Stream Agreement are recorded in Other Expenses as Financing Costs - Commodity Supply Agreements. Under the Gold Stream Agreement, the Company has a recorded obligation at September 30, 2017 and June 30, 2017 (As Restated), of 3,709 ounces of undelivered gold valued at approximately $3.3 and $3.1 million, respectively, in accrued liabilities net of the Fixed Price of $400 per ounce to be received upon delivery.  The Summit silver-gold mine property referred to in this Gold Stream Agreement was sold in the 363 Asset Sale as of asset transfer on February 26, 2016. Share Obligation to Related Party On August 9, 2017, a related party returned a certificate for 20,000,000 shares of common stock and was issued a new certificate for 2,000,000 shares on the same date. The related party loaned the 18,000,000 shares to the Company to raise additional working capital until the Company increased the authorized common shares of the Company.  The related party has set no specified return date after the increased share authorization and may make the election at their discretion.  See NOTE 6  SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY for additional disclosures. Office and Real Property Leases On August 1, 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 $1,500 for the three months ended September 30, 2017 and 2016, 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 Companys title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Prior Corporate Officer 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. Mr. Jordaan was still considered a related party until the final settlement payment was made. The Company owed to related parties an aggregated amount of at September 30, 2017 and June 30, 2017, $0 and $230,527,  respectively and is included in accounts payable and accrued wages at June 30, 2017. All claims by Mr. Jordaan were settled in the agreement with the final payment of $230,527 on September 21, 2017.

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400 Gold production subject to the agreement includes 50% of the first 10,000 ounces of gold produced, and 22% of the gold thereafter. Company has a recorded obligation at September 30, 2017 and June 30, 2017 (As Restated), of 3,709 ounces of undelivered gold valued at approximately $3.3 and $3.1 million, respectively, in accrued liabilities net of the Fixed Price of $400 per ounce to be received upon delivery 20000000

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funds expended by Mr. Laws were misappropriated in the initial amount of $971,099 and a deposit of $38,000 was valid and refunded to the Company in a subsequent period. Of this amount, the $500,000 deposit that was to be made on the Alhambra Acquisition was subsequently determined never made to the sellers.

125000

NOTE 12 LEGAL PROCEEDINGS  All legal proceedings were stayed with the filing of Chapter 11 bankruptcy. 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; and Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165, County of Quintero, NM.  There are a series of collection cases by Boart Longyear Company, a company that obtained Utah judgments for equipment delivered to Lordsburg Mining Company in the aggregate amounts of $158,480 and has an interest rate of 5.25% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016 (As Restated), of $13,859 and recorded $21,454 in legal fees awarded in the judgement. During the three months ended September 30, 2017, the Company accrued interest on the obligation of $2,097. Accrued interest on the obligation at September 30, 2017 and June 30, 2017 (As Restated), was $13,795 and $11,698, respectively. 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 Fes confidential information. Tyhee Gold Corp. has filed a counter-claim for tortuous interference with prospective contractual relationships with Koza Gold. On July 31, 2017, this case was dismissed with prejudice. Wagner Equipment Co. v. Lordsburg Mining Company, Case No. D-2014-02372, County of Bernalillo, NM 28 is a collection case by Wagner equipment, who obtained judgment for equipment delivered to Lordsburg Mining Company in the amount of $115,789 and has a rate of interest of 8.75% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016 (As Restated), of $26,875. During the three months ended September 30, 2017, the Company accrued interest on the obligation of $2,554. Accrued interest on the obligation at September 30, 2017 and June 30, 2017 (As Restated) was $29,862 and $27,308, respectively.  The bankruptcy court set up a Trust fund that will be funded by the activities of the Summit mine for five (5) years for five years from reopening and the trust funds will be distributed by an independent trustee to all credit holders on record. Currently all debts at the time of the bankruptcy are currently due and in default. None of the claims have been reopened since June 2016. 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.  The Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC) have each initiated investigation into the Company and certain other individuals, resulting from the Laws transactions and related misappropriation of funds described herein.  The SEC has obtained a formal order to investigate the Company.  The DOJ investigation is still preliminary. These types of investigations are expensive, time-consuming for management, and unpredictable  often resulting in other aspects of the Companys operations becoming subject to regulatory scrutiny.  These investigations are ongoing and no prediction can be made regarding the timing or outcome of such matters including remedial action pursued against the Company and others, including its officers and directors.    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 September 30, 2017, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.  Because litigation outcomes are inherently unpredictable, the Companys 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.

Pursuant to a stock purchase agreement dated August 2017, the Company will acquire all the capital stock of Bullards Peak Corporation (which owns five patented claims and 82 unpatented claims in the Black Hawk district of New Mexico) from Black Hawk Consolidated Mines Company for an initial purchase price of $3,000,000, and the capital stock of Bullards Peak Corporation and the mining claims collateralize the full purchase price payment. The Company granted the seller a 2% net smelter return in perpetuity. The net smelter return is the greater of (i) all monies the Company receives for or from any and all ore removed from the property comprising the mining claims whether for exploration, mining operations or any other reason, and (ii) the fair market value of removed ore from the property comprising the mining claims. Title to the claims will be transferred upon receipt by seller of the full purchase price. In August 2018, the Company was informed that the seller terminated the stock purchase agreement. Pursuant to an amendment to the stock purchase agreement in October 2018, the Company paid the seller $100,000 and the seller rescinded the August 2018 election to terminate the stock purchase agreement and waived all then existing events of default and any additional interest, late fees, and other damage claims due to the Companys prior breaches of the stock purchase agreement. On October 31, 2018, the Company paid the seller an additional $100,000. The balance of the purchase price of $350,365 (which includes $50,365 of expenses that the Company agreed to reimburse seller) is required to be paid: (i) $100,000 on or before November 30, 2018 and (ii) $250,365 on or before December 31, 2018. If any payment is not timely paid, all rights of the Company under the stock purchase agreement shall become automatically null and void and seller shall retain all monies paid as liquidated damages for the Companys breach, and seller shall have no further obligations to the Company, including but not limited to, any obligation to transfer the capital stock of Bullards Peak Corporation to the Company pursuant to the terms of the stock purchase agreement. We paid $100,000 in November 2018 with respect to the Alhambra Silver Mine acquisition and owed a balance of approximately $250,000 on December 31, 2018, to complete the acquisition. Lack of funding on December 31, 2018 resulted in us entering into a third amendment pursuant to which we paid $65,000 on January 2, 2019, a late fee payment on February 1, 2019 of $50,000, a $100,000 on February 28, 2019, and the final payment of $100,365 was paid on April 2, 2019, for the total acquisition cost of $3,115,365.

In February 2018, the Company filed for a permit to start operations at the Bullards Peak property. The permit was awarded on March 7, 2018. As of the filing of this report, no operations have commenced.

On November 30, 2017, the Company entered into substantially identical agreements with Fortune Graphite, Inc. and Worldwide Graphite Producers, Ltd. to acquire a total of four placer claims for aggregate consideration of C$400,000 and the issuance of 10,000,000 shares of Company common stock. Title to these claims remained in trust with the sellers until payment in full. To date, the Company has paid to the sellers consideration of C$205,000. The Company disclosed in a Form 8-K filing on November 20, 2018 that it had been notified that it was in default with respect to these two November 2017 agreements and that the sellers threatened legal action. The Company has engaged British Columbia counsel to review the two November 2017 agreements and has concluded that there were false representations made by the sellers and that certain conditions precedent of sellers were not satisfied. As a result, the Companys position is that these two November 2017 agreements are not and were never binding and have requested sellers to refund the C$205,000. The Company so informed sellers on March 4, 2019. The Company continues to evaluate its rights and remedies in connection with this matter. As a result, the Company does not own any rights to the four placer claims located in the Vernon mining district of British Columbia, Canada (which property is more fully set forth in the Form 8-K filing dated November 20, 2018). At the time of the filing of this report the agreements are being scheduled for arbitration by the Company attorney. The Company position subsequently is to void the transaction based upon the questionable claim activity and due to the uncertainty of the outcome has provided an impairment of the amount at June 30, 2019, in the amount of $210,116.

A forbearance agreement by and among Santa Fe and Canarc Resource Corp. (Canarc) was entered into and effective as of February 12, 2018. Canarc loaned Santa Fe $220,000 in 2014. The funding requirements were not attained and the loan became due on January 15, 2015. The Company agreed with Canarc to make four installment payments as follows: (i) $25,000 on February 14, 2018; (ii) $25,000 on June 30, 2018; (iii) $85,000 on October 1, 2018; and (iv) $85,000 on December 31, 2018. All payments were made on a timely basis. With the final payment completed, Canarc forgave $12,522 of principal and accrued interest on the note payable of approximately $100,103 per the terms of the agreement and the Company recorded a gain on debt extinguishment of approximately $112,625 in the quarter ended December 31, 2018.

In April 2018, the board appointed Brian Adair Chairman of the Audit Committee.

On December 18, 2019, Mr. Daniel Gorski, our consultant geologist, was appointed to our board of directors.

On July 13, 2018, the Company elected to change auditors and MaloneBailey, LLP was replaced with TAAD, LLP.

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

At June 30, 2019, we wrote off two finance facilities under British Columbia law where the statute of limitations had run out pursuant to the Limitations Act (British Columbia). The Company retained legal services in British Columbia to research the British Columbia statutes of limitations on the collectability of the finance facilities. Legal counsel reviewed all related documents, records of proceedings and all records and documents deemed relevant to the two finance facilities. It was determined that the finance facilities were subject to the laws of the Providence of British Columbia and the federal laws of Canada. The Company received a written legal opinion from legal counsel that the two researched finance facilities under the Limitations Act (British Columbia) and any relevant case law in British Columbia, that the statute of limitations has run for the two finance facility liabilities pursuant to the Limitations Act (British Columbia) and that no future claims can be commenced in the Providence of British Columbia and the Company has no outstanding legal obligation on the finance facilities

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Sep. 30, 2017	Aug. 05, 2020
Details
Registrant CIK	0000851726
Fiscal Year End	--06-30
Registrant Name	SANTA FE GOLD CORPORATION
SEC Form	10-Q
Period End date	Sep. 30, 2017
Tax Identification Number (TIN)	84-1094315
Number of common stock shares outstanding		422,670,880
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-12974
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3544 Rio Grande Blvd. NW
Entity Address, City or Town	Albuquerque
Entity Address, State or Province	NM
Entity Address, Postal Zip Code	87107
Entity Address, Address Description	Address of Principal Executive Offices
City Area Code	505
Local Phone Number	255-4852
Phone Fax Number Description	Registrant’s telephone number, including area code
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1

XML 11 R2.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Jun. 30, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 733,033	$ 392,375
Prepaid expenses and other current assets	41,996	39,838
Total current assets	775,029	432,213
Total Assets	2,300,029	432,213
OTHER ASSETS:
Deposit on mineral property	1,500,000	0
Deposit in joint venture	25,000	0
Current liabilities:
Accounts payable	3,132,487	3,276,699
Accrued liabilities	6,583,705	6,289,033
Subscribed capital	753,360	0
Notes payable	2,376,407	2,376,407
Completion guarantee payable	3,359,873	3,359,873
Total Current Liabilities	16,205,832	15,302,012
STOCKHOLDERS' DEFICIT:
Common shares	600,000	591,204
Additional paid-in capital	83,976,507	83,955,637
Accumulated deficit	(100,282,310)	(99,416,640)
Total Stockholders' Deficit	(15,705,803)	(14,869,799)
Total Liabilities and Stockholders' Deficit	2,300,029	432,213
LONG TERM LIABILTY:
Shares subject to mandatory redemption by related party	1,800,000	0
Liabilities	$ 18,005,832	$ 15,302,012

XML 12 R3.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets - Parenthetical - $ / shares	Sep. 30, 2017	Jun. 30, 2017
Details
Common Stock, Par or Stated Value Per Share	$ 0.002	$ 0.002
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Shares, Issued	300,000,000	295,601,634
Common Stock, Shares, Outstanding	300,000,000	295,601,634

XML 13 R4.htm IDEA: XBRL DOCUMENT

Consolidated Statement of Operations - USD ($)	3 Months Ended
Consolidated Statement of Operations - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Details
REVENUES	$ 0	$ 0
OPERATING EXPENSES:
Exploration and other mine related costs	31,981	0
General and administrative expenses	461,956	333,793
Total Operating Expenses	493,937	333,793
LOSS FROM OPERATIONS	(493,937)	(333,793)
Other Nonoperating Income (Expense)
Foreign currency translation	0	(109,141)
(Loss) gain on derivative instruments	0	(381,231)
Gain on debt extinguishment	0	14,599
Misappropriation of funds	(5,754)	(28,963)
Financing costs - commodity supply agreements	(151,518)	(6,491)
Interest on mandatory redemption shares by related party	(37,800)	0
Interest expense	(176,661)	(296,509)
Total Other Income (Expense)	(371,733)	(807,736)
LOSS BEFORE PROVISION FOR INCOME TAXES	(865,670)	(1,141,529)
PROVISION FOR INCOME TAXES	0	0
Net Income (Loss)	$ (865,670)	$ (1,141,529)
Basic and diluted net loss per common share	$ (0.00)	$ (0.00)
Basic and diluted weighted-average common shares outstanding	293,511,979	252,927,360

XML 14 R5.htm IDEA: XBRL DOCUMENT

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss)	$ (865,670)	$ (1,141,529)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Stock-based compensation for services	0	166,920
Amortization of discount on notes payable	0	78,656
Non-cash interest on mandatory redemption shares by related party	37,800	0
Financing costs - commodity supply agreements	151,518	6,491
Loss on derivative instrument liabilities	0	381,231
Gain on debt extinguishment	0	(14,599)
Foreign currency translation loss	0	109,141
Net change in operating assets and liabilities:
Prepaid expenses and other current assets	(2,158)	(17,349)
Increase (Decrease) in Accounts Payable and Accrued Liabilities	(1,058)	199,271
Net Cash Provided by (Used in) Operating Activities, Continuing Operations	(679,568)	(231,767)
Net Cash Provided by (Used in) Investing Activities
Payment on mineral property acquisition	(1,500,000)	0
Deposit in joint venture	(25,000)	0
Net Cash Provided by (Used in) Investing Activities	(1,525,000)	0
Net Cash Provided by (Used in) Financing Activities
Proceeds from common stock purchases	895,933	178,500
Proceeds from exercise of warrants	895,933	178,500
Proceeds from stock subscriptions not issued	753,360	0
Payments on convertible debt	0	(93,000)
Net Cash Provided by (Used in) Financing Activities	2,545,226	264,000
Cash and Cash Equivalents, Period Increase (Decrease)	340,658	32,233
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	392,375	2,815
Cash and Cash Equivalents, at Carrying Value, Ending Balance	733,033	35,048
Supplemental Cash Flow Information
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	0	0
Income Taxes Paid, Net	0	0
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock returned and cancelled	$ 36,000	$ 13,914

XML 15 R6.htm IDEA: XBRL DOCUMENT

NOTE 1 - COMPANY AND NATURE OF OPERATIONS

3 Months Ended

Sep. 30, 2017

Notes

NOTE 1 - COMPANY AND NATURE OF OPERATIONS

NOTE 1 – COMPANY AND NATURE OF OPERATIONS

Santa Fe Gold Corporation, a Delaware corporation (the "Santa Fe”, "Company", “our” or “we”) is a U.S. copper, silver and gold exploration and mining company.

Nature of Operations

XML 16 R7.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2017

Notes

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Going Concern

Principles of Consolidation

Estimates

Fair Value Measurements

Cash and Cash Equivalents

Derivative Financial Instruments

Net Income (Loss) Per Share

Stock-Based Compensation

Accounting Standards to be Adopted in Future Periods

XML 17 R8.htm IDEA: XBRL DOCUMENT

NOTE 3 - DEPOSIT ON MINERAL PROPERTY

3 Months Ended

Sep. 30, 2017

Notes

NOTE 3 - DEPOSIT ON MINERAL PROPERTY

NOTE 3 – DEPOSIT ON MINERAL PROPERTY

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

- On September 8, 2017, the Company delivered $500,000 to Bullard’s Peak towards the purchase price under terms of the Agreement.

XML 18 R9.htm IDEA: XBRL DOCUMENT

NOTE 4 - ACCRUED LIABILITIES

3 Months Ended

Sep. 30, 2017

Notes

NOTE 4 - ACCRUED LIABILITIES

NOTE 4 – ACCRUED LIABILITIES

Accrued liabilities consist of the following at September 30, 2017 and June 30, 2017:

		September 30,		June 30,
				2017
		2017		(As Restated)
Interest	$	2,534,191	$	2,357,530
Vacation		15,771		15,771
Payroll		148,445		187,705
Franchise taxes		8,695		8,695
Merger costs, net		269,986		269,986
Other		59,011		53,257
Audit		18,557		18,557
Commodity supply agreement		3,275,526		3,124,009
Property taxes		253,523		253,523
	$	6,583,705	$	6,289,033

XML 19 R10.htm IDEA: XBRL DOCUMENT

NOTE 5 - COMPLETION GUARANTEE PAYABLE

3 Months Ended

Sep. 30, 2017

Notes

NOTE 5 - COMPLETION GUARANTEE PAYABLE

NOTE 5 – COMPLETION GUARANTEE PAYABLE

At June 30, 2012, the Company calculated the completion guarantee payable provided by Amendment 1 under the Gold Stream Agreement with Sandstorm. See NOTE 9- CONTINGENCIES AND COMMITMENTS, Commodity Supply Agreement. 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 at September 30, 2017 and June 30, 2017 (As Restated), respectively, and are reported as completion guarantee payable. Accrued interest on the completion guarantee payable at September 30, 2017 and June 30, 2017 (As Restated) was $926,065 and $881,967, respectively. Interest expense on the obligation for the three months ended September 30, 2017 and 2016 (As Restated) was $44,098, respectively.

XML 20 R11.htm IDEA: XBRL DOCUMENT

NOTE 6 - SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY

3 Months Ended

Sep. 30, 2017

Notes

NOTE 6 - SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY

NOTE 6 - SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY

Upon return of the loaned shares to the related party, the obligation of associated theses shares will be eliminated and a corresponding entry made to Common Stock and Additional Paid in Capital.

XML 21 R12.htm IDEA: XBRL DOCUMENT

NOTE 7 - NOTES PAYABLE

3 Months Ended

Sep. 30, 2017

Notes

NOTE 7 - NOTES PAYABLE

NOTE 7 – NOTES PAYABLE

The following summarizes notes payable:		September 30,		June 30,
		2017		2017 (As Restated)
Working capital advances, interest at 1% per month, due January 15, 2015	$	212,522	$	212,522
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
Notes payable - current	$	2,376,407	$	2,376,407

XML 22 R13.htm IDEA: XBRL DOCUMENT

NOTE 8 - FAIR VALUE MEASUREMENTS

3 Months Ended

Sep. 30, 2017

Notes

NOTE 8 - FAIR VALUE MEASUREMENTS

NOTE 8 – FAIR VALUE MEASUREMENTS

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.

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.

September 30, 2017
		Level 1		Level 2		Level 3		Total
Assets:
None	$	—	$	—	$	—	$	—

Liabilities:
Share redemption to related party	$	—	$	1,800,000	$	—	$	1,800,000

June 30, 2017 (As Restated)

Level 1

Level 2

Level 3

Total

Assets:

None

—

Liabilities:

Share redemption to related party

—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

XML 23 R14.htm IDEA: XBRL DOCUMENT

NOTE 9 - CONTINGENCIES AND COMMITMENTS

3 Months Ended

Sep. 30, 2017

Notes

NOTE 9 - CONTINGENCIES AND COMMITMENTS

NOTE 9 – CONTINGENCIES AND COMMITMENTS

Commodity Supply Agreement

Share Obligation to Related Party

Office and Real Property Leases

Title to Mineral Properties

Prior Corporate Officer

XML 24 R15.htm IDEA: XBRL DOCUMENT

NOTE 10- STOCKHOLDERS' DEFICIT

3 Months Ended

Sep. 30, 2017

Notes

NOTE 10- STOCKHOLDERS' DEFICIT

NOTE 10- STOCKHOLDERS' DEFICIT

Stock Returned and Cancelled

Issuance of Stock

During the three months ended September 30, 2017, the Company sold the following common stock:

	(i)	Sold an aggregate of 11,199,183 shares of restricted common stock to accredited investors for cash proceeds of $895,933 and;

	(ii)	Issued an aggregate of 11,199,183 shares of restricted common stock for the exercise of warrants to accredited investors for cash proceeds of $895,933.

Subscribed Capital

Issuance of Warrants and Expiration

During the three months ended September 30, 2017, the Company issued 15,907,662 warrants and 5,023,434 warrants expired.

Stock Options and the Amended and Restated Equity Incentive Plan

	Stock Options		Stock Warrants
		Weighted		Weighted
		Average		Exercise
	Shares	Price	Shares	Price
Outstanding at June 30, 2017	5,435,000	$0.02	9,343,434	$0.28
Granted	—	—	15,907,662	$0.08
Canceled		—	—	—
Expired	(100,000)	$0.32	(5,023,434)	$0.40
Exercised	—	—	(15,907,662)	$0.08
Outstanding at September 30, 2017	5,335,000	$0.01	4,320,000	$0.15

Stock options and warrants outstanding and exercisable at September 30, 2017 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
$0.002	5,000,000	5,000,000	1.05	$	0.002	$	0.15	4,320,000	4,320,000	1.4	$	0.15
$0.07	100,000	100,000	2.26	$	0.07		—	—	—	—		—
$0.08	100,000	100,000	1.26	$	0.08		—	—	—	—		—
$0.36	135,000	135,000	0.25	$	0.36		—	—	—	—		—
	5,335,000	5,335,000						4,320,000	4,320,000

	Outstanding Options		1.05	$	0.01		Outstanding Warrants			1.4	$	0.15

	Exercisable Options		1.05	$	0.01		Exercisable Warrants			1.4	$	0.15

The Equity Incentive Plan from 2007 expired on July 24, 2017 and was not renewed.

XML 25 R16.htm IDEA: XBRL DOCUMENT

3 Months Ended

Sep. 30, 2017

Notes

NOTE 11 - RELATED PARTY TRANSACTIONS

Boonyin Investments is a foreign investor who deposited $2,236,299 and received 27,953,736 shares of common stock with an average price of $0.08 during the three months ended September 30, 2017.

The board authorized on June 16, 2016, the hiring of Nataliia Mueller, wife of the Company’s CFO, with an annual wage of $48,500 as an assistant to the CFO.

XML 26 R17.htm IDEA: XBRL DOCUMENT

NOTE 12 - LEGAL PROCEEDINGS

3 Months Ended

Sep. 30, 2017

Notes

NOTE 12 - LEGAL PROCEEDINGS

NOTE 12 – LEGAL PROCEEDINGS

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

XML 27 R18.htm IDEA: XBRL DOCUMENT

NOTE 13 - SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2017

Notes

NOTE 13 - SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

Recent Issuances of Unregistered Securities

Other Events

Alhambra Acquisition

Pursuant to a stock purchase agreement dated August 2017, the Company will acquire all the capital stock of Bullard’s Peak Corporation (which owns five patented claims and 82 unpatented claims in the Black Hawk district of New Mexico) from Black Hawk Consolidated Mines Company for an initial purchase price of $3,000,000, and the capital stock of Bullard’s Peak Corporation and the mining claims collateralize the full purchase price payment. The Company granted the seller a 2% net smelter return in perpetuity. The net smelter return is the greater of (i) all monies the Company receives for or from any and all ore removed from the property comprising the mining claims whether for exploration, mining operations or any other reason, and (ii) the fair market value of removed ore from the property comprising the mining claims. Title to the claims will be transferred upon receipt by seller of the full purchase price. In August 2018, the Company was informed that the seller terminated the stock purchase agreement. Pursuant to an amendment to the stock purchase agreement in October 2018, the Company paid the seller $100,000 and the seller rescinded the August 2018 election to terminate the stock purchase agreement and waived all then existing events of default and any additional interest, late fees, and other damage claims due to the Company’s prior breaches of the stock purchase agreement. On October 31, 2018, the Company paid the seller an additional $100,000. The balance of the purchase price of $350,365 (which includes $50,365 of expenses that the Company agreed to reimburse seller) is required to be paid: (i) $100,000 on or before November 30, 2018 and (ii) $250,365 on or before December 31, 2018. If any payment is not timely paid, all rights of the Company under the stock purchase agreement shall become automatically null and void and seller shall retain all monies paid as liquidated damages for the Company’s breach, and seller shall have no further obligations to the Company, including but not limited to, any obligation to transfer the capital stock of Bullard’s Peak Corporation to the Company pursuant to the terms of the stock purchase agreement. We paid $100,000 in November 2018 with respect to the Alhambra Silver Mine acquisition and owed a balance of approximately $250,000 on December 31, 2018, to complete the acquisition. Lack of funding on December 31, 2018 resulted in us entering into a third amendment pursuant to which we paid $65,000 on January 2, 2019, a late fee payment on February 1, 2019 of $50,000, a $100,000 on February 28, 2019, and the final payment of $100,365 was paid on April 2, 2019, for the total acquisition cost of $3,115,365.

British Columbia Properties Acquisition.

New Mexico Mine Claims

Purchase agreement for New Mexico Mining Properties

*$500,000 paid to date as of the filing date;

*buyer to pay $50,000 monthly commencing July 1, 2020, and continuing for the next subsequent 19 months;

*commencing 30 days after the last payment above, and continuing for the for an additional 48 subsequent payments, buyer to make each 30 days a payment in the amount of $175,000;

*after the final payment above and 30 days thereafter, the buyer will make the final payment of $100,000 completing the purchase.

*each payment made hereunder will be allocated twenty-five per cent (25%) to the Billali and seventy-five percent (75%) to the Jim Crow, Imperial.

The Agreement has a 5% net smelter return (NSR) royalty on the nine patented Lode Claims with a royalty limit up to $650,000, and a 3% NSR thereafter.

Title and all rights and interest in the properties will be conveyed under the agreements upon completion of the payments of the purchase prices of the properties.

Canarc Agreement

Miscellaneous

In April 2018, the board appointed Brian Adair Chairman of the Audit Committee.

On December 18, 2019, Mr. Daniel Gorski, our consultant geologist, was appointed to our board of directors.

Change of Auditors

On July 13, 2018, the Company elected to change auditors and MaloneBailey, LLP was replaced with TAAD, LLP.

Misappropriation of Funds and Entry into a Material Definitive Agreement

The board of directors formed a special committee on September 26, 2018 to investigate and analyze certain financial transactions in the aggregate amount of approximately $1 million that occurred primarily between July 2016 and March 2018 involving Mr. Laws. The special committee investigation determined initially that Mr. Laws owes the Company $1,197,198, excluding penalty, accrued interest and additional associated costs. At the time of filing this Form 10-Q total costs associated with Mr. Laws is $1,651,263, including the additional incurred associated costs, of which $485,966 has been recovered by the Company from Mr. Laws. The Company does not anticipate collecting a material amount due from Mr. Laws and will be determined by the bankruptcy court.

The Company has restated the previously issued consolidated financial statements for, and financial information relating to, the fiscal year ended June 30, 2017 and the interim periods therein.

Engagement of Mining Consultant

Items Voted upon at the Company Shareholders Meeting

Resignation of Board members

Extinguishment of Debt

Merger Agreement, loan balance	$ 1,745,092
Merger Agreement, loan accrued interest	2,155,335
Merger Agreement accrued fees	269,986
Goldstream loan balance	3,742,505
Completion Guaranty accrued interest	1,234,749
Completion Guaranty Payable	3,359,873
Forbearance Agreement	112,625
Total Debt Extinguishment	$ 12,620,165

XML 28 R19.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation and Going Concern (Policies)

3 Months Ended

Sep. 30, 2017

Policies

Basis of Presentation and Going Concern

Basis of Presentation and Going Concern

XML 29 R20.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies)

3 Months Ended

Sep. 30, 2017

Policies

Principles of Consolidation

Principles of Consolidation

XML 30 R21.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Estimates (Policies)

3 Months Ended

Sep. 30, 2017

Policies

Estimates

Estimates

XML 31 R22.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies)

3 Months Ended

Sep. 30, 2017

Policies

Fair Value Measurements

Fair Value Measurements

XML 32 R23.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)

3 Months Ended

Sep. 30, 2017

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

XML 33 R24.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Derivative Financial Instruments (Policies)

3 Months Ended

Sep. 30, 2017

Policies

Derivative Financial Instruments

Derivative Financial Instruments

XML 34 R25.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Net Income (Loss) Per Share (Policies)

3 Months Ended

Sep. 30, 2017

Policies

Net Income (Loss) Per Share

XML 35 R26.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Policies)

3 Months Ended

Sep. 30, 2017

Policies

Stock-Based Compensation

Stock-Based Compensation

XML 36 R27.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounting Standards to be Adopted in Future Periods (Policies)

3 Months Ended

Sep. 30, 2017

Policies

Accounting Standards to be Adopted in Future Periods

Accounting Standards to be Adopted in Future Periods

XML 37 R28.htm IDEA: XBRL DOCUMENT

NOTE 4 - ACCRUED LIABILITIES: Schedule of Accrued Liabilities (Tables)

3 Months Ended

Sep. 30, 2017

Tables/Schedules

Schedule of Accrued Liabilities

		September 30,		June 30,
				2017
		2017		(As Restated)
Interest	$	2,534,191	$	2,357,530
Vacation		15,771		15,771
Payroll		148,445		187,705
Franchise taxes		8,695		8,695
Merger costs, net		269,986		269,986
Other		59,011		53,257
Audit		18,557		18,557
Commodity supply agreement		3,275,526		3,124,009
Property taxes		253,523		253,523
	$	6,583,705	$	6,289,033

XML 38 R29.htm IDEA: XBRL DOCUMENT

NOTE 7 - NOTES PAYABLE: Schedule of Debt (Tables)

The following summarizes notes payable:		September 30,		June 30,
		2017		2017 (As Restated)
Working capital advances, interest at 1% per month, due January 15, 2015	$	212,522	$	212,522
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
Notes payable - current	$	2,376,407	$	2,376,407

XML 39 R30.htm IDEA: XBRL DOCUMENT

NOTE 8 - FAIR VALUE MEASUREMENTS: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)

3 Months Ended

Sep. 30, 2017

Tables/Schedules

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

September 30, 2017
		Level 1		Level 2		Level 3		Total
Assets:
None	$	—	$	—	$	—	$	—

Liabilities:
Share redemption to related party	$	—	$	1,800,000	$	—	$	1,800,000

June 30, 2017 (As Restated)

Level 1

Level 2

Level 3

Total

Assets:

None

—

Liabilities:

Share redemption to related party

—

XML 40 R31.htm IDEA: XBRL DOCUMENT

NOTE 10- STOCKHOLDERS' DEFICIT: Share-based Payment Arrangement, Option, Activity (Tables)

3 Months Ended

Sep. 30, 2017

Tables/Schedules

Share-based Payment Arrangement, Option, Activity

	Stock Options		Stock Warrants
		Weighted		Weighted
		Average		Exercise
	Shares	Price	Shares	Price
Outstanding at June 30, 2017	5,435,000	$0.02	9,343,434	$0.28
Granted	—	—	15,907,662	$0.08
Canceled		—	—	—
Expired	(100,000)	$0.32	(5,023,434)	$0.40
Exercised	—	—	(15,907,662)	$0.08
Outstanding at September 30, 2017	5,335,000	$0.01	4,320,000	$0.15

Stock options and warrants outstanding and exercisable at September 30, 2017 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
$0.002	5,000,000	5,000,000	1.05	$	0.002	$	0.15	4,320,000	4,320,000	1.4	$	0.15
$0.07	100,000	100,000	2.26	$	0.07		—	—	—	—		—
$0.08	100,000	100,000	1.26	$	0.08		—	—	—	—		—
$0.36	135,000	135,000	0.25	$	0.36		—	—	—	—		—
	5,335,000	5,335,000						4,320,000	4,320,000

	Outstanding Options		1.05	$	0.01		Outstanding Warrants			1.4	$	0.15

	Exercisable Options		1.05	$	0.01		Exercisable Warrants			1.4	$	0.15

XML 41 R32.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation and Going Concern (Details) - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017
Details
Net Income (Loss)	$ 865,670	$ 1,141,529
Accumulated deficit	100,282,310		$ 99,416,640
Working Capital Deficit	$ 15,430,803

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

XML 42 R33.htm IDEA: XBRL DOCUMENT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Details) - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Details
Stock-based compensation for services	$ 0	$ 166,920

XML 43 R34.htm IDEA: XBRL DOCUMENT

NOTE 3 - DEPOSIT ON MINERAL PROPERTY (Details) - Bullard's Peak Corporation and Black Hawk Consolidated Mines Company - USD ($)	Sep. 08, 2017	Aug. 30, 2017	Aug. 18, 2017
Installment Payment per terms of the Agreement	$ 500,000	$ 900,000	$ 100,000
Total Purchase Price			$ 3,000,000

XML 44 R35.htm IDEA: XBRL DOCUMENT

NOTE 4 - ACCRUED LIABILITIES: Schedule of Accrued Liabilities (Details) - USD ($)	Sep. 30, 2017	Jun. 30, 2017
Details
Interest	$ 2,534,191	$ 2,357,530
Vacation	15,771	15,771
Payroll	148,445	187,705
Franchise taxes	8,695	8,695
Merger costs, net	269,986	269,986
Other	59,011	53,257
Audit	18,557	18,557
Commodity supply agreement	3,275,526	3,124,009
Property taxes	253,523	253,523
Accrued liabilities	$ 6,583,705	$ 6,289,033

XML 45 R36.htm IDEA: XBRL DOCUMENT

NOTE 5 - COMPLETION GUARANTEE PAYABLE (Details) - USD ($)	3 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Jun. 30, 2012
Details
Accrued Interest On Obligation	$ 926,065		$ 881,967	$ 504,049
Completion guarantee payable	3,359,873	$ 3,359,873	$ 3,359,873
Interest expense on the obligation	$ 44,098	$ 44,098

XML 46 R37.htm IDEA: XBRL DOCUMENT

NOTE 6 - SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY (Details) - USD ($)			3 Months Ended
	Aug. 09, 2017	Jul. 28, 2017	Sep. 30, 2017
Details
Common Stock Returned	20,000,000	20,000,000
Stock Issued During Period, Shares, New Issues	2,000,000	2,000,000
Additional Paid in Capital, Common Stock	$ 1,762,200		$ 1,800,000
Interest Expense, Related Party			$ 37,800

XML 47 R38.htm IDEA: XBRL DOCUMENT

NOTE 7 - NOTES PAYABLE (Details) - USD ($)			1 Months Ended	3 Months Ended
NOTE 7 - NOTES PAYABLE (Details) - USD ($)	Jul. 15, 2014	Jun. 01, 2012	Dec. 31, 2016	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Jun. 30, 2014
Notes payable				$ 2,376,407		$ 2,376,407
Merger costs, net				269,986		269,986
Equipment
Debt Instrument, Face Amount		$ 593,657
Debt Instrument, Interest Rate, Stated Percentage		5.75%
Gain on trust debt forgiveness			$ 17,412
Interest Payable, Current				70,490		64,757
Interest Expense, Debt				5,733	$ 5,733
Debt Instrument, Term		48 months
Notes payable				398,793		398,793
Canarc Resource Corp.
Debt Instrument, Face Amount	$ 200,000			232,522		232,522
Proceeds from Other Short-term Debt	$ 20,000
Debt Instrument, Interest Rate, Stated Percentage	1.00%
Gain on trust debt forgiveness			9,897
Interest Payable, Current				70,722		63,222
Interest Expense, Debt				7,500	6,050
Tyhee
Debt Instrument, Face Amount							$ 1,745,092
Debt Instrument, Interest Rate, Stated Percentage							24.00%
Gain on trust debt forgiveness			$ 91,788
Interest Payable, Current				1,423,257		1,308,578
Interest Expense, Debt				114,679	$ 105,566
Merger costs, net				269,986		$ 269,986	$ 269,986
Break fee				$ 300,000

XML 48 R39.htm IDEA: XBRL DOCUMENT

NOTE 7 - NOTES PAYABLE: Schedule of Debt (Details) - USD ($)	Sep. 30, 2017	Jun. 30, 2017
Notes payable	$ 2,376,407	$ 2,376,407
Notes Payable 1
Notes payable	212,522	212,522
Notes Payable 2
Notes payable	20,000	20,000
Notes Payable 3
Notes payable	398,793	398,793
Notes Payable 4
Notes payable	$ 1,745,092	$ 1,745,092

XML 49 R40.htm IDEA: XBRL DOCUMENT

NOTE 8 - FAIR VALUE MEASUREMENTS: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Sep. 30, 2017	Jun. 30, 2017
Shares subject to mandatory redemption by related party	$ 1,800,000	$ 0
Fair Value, Inputs, Level 2
Shares subject to mandatory redemption by related party	$ 1,800,000

XML 50 R41.htm IDEA: XBRL DOCUMENT

NOTE 9 - CONTINGENCIES AND COMMITMENTS (Details) - USD ($)				3 Months Ended
	Aug. 09, 2017	Jul. 28, 2017	Aug. 01, 2015	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Dec. 31, 2009
Common Stock Returned	20,000,000	20,000,000
Stock Issued During Period, Shares, New Issues	2,000,000	2,000,000
Operating Leases, Rent Expense				$ 1,500	$ 1,500
Jordaan
Due from Related Parties, Current				$ 0		$ 230,527
Office Lease
Debt Instrument, Periodic Payment			$ 500
Sandstorm
Customer Deposits, Current							$ 4,000,000
Loans And Leases Receivable Gross Consumer Installment, Other							$ 400
Completion Guaranty Payable Terms				Gold production subject to the agreement includes 50% of the first 10,000 ounces of gold produced, and 22% of the gold thereafter.
Gold Stream Agreement				Company has a recorded obligation at September 30, 2017 and June 30, 2017 (As Restated), of 3,709 ounces of undelivered gold valued at approximately $3.3 and $3.1 million, respectively, in accrued liabilities net of the Fixed Price of $400 per ounce to be received upon delivery

XML 51 R42.htm IDEA: XBRL DOCUMENT

NOTE 10- STOCKHOLDERS' DEFICIT (Details) - USD ($)			3 Months Ended
NOTE 10- STOCKHOLDERS' DEFICIT (Details) - USD ($)	Aug. 09, 2017	Jul. 28, 2017	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017
Details
Common Stock Returned	20,000,000	20,000,000
Stock Issued During Period, Shares, New Issues	2,000,000	2,000,000
Common Stock Returned, Shares		18,000,000
Common Stock Returned Amount		$ 36,000
Common Stock Issued to Accredited Investors			11,199,183
Proceeds from common stock purchases			$ 895,933	$ 178,500
Common Stock Issued for Exercise of Warrants			11,199,183
Proceeds from exercise of warrants			$ 895,933	$ 178,500
Subscribed capital			$ 753,360		$ 0
Common Stock Shares Subscriptions, shares			9,416,962
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value			$ 495,000
Share Price			$ 0.10
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value			$ 0

XML 52 R43.htm IDEA: XBRL DOCUMENT

NOTE 10- STOCKHOLDERS' DEFICIT: Share-based Payment Arrangement, Option, Activity (Details) - $ / shares	3 Months Ended
	Sep. 30, 2017	Jun. 30, 2017
Details
Stock Options Outstanding	5,335,000	5,435,000
Stock Options Outstanding, Weighted Average Exercise Price	$ 0.01	$ 0.02
Stock Warrants, outstanding	4,320,000	9,343,434
Stock Warrants, outstanding, weighted average price	$ 0.15	$ 0.28
Stock Warrants, grants in period	15,907,662
Stock Warrants granted, weighted average price granted	$ 0.08
Options expired	(100,000)
Options expired, Weighted Average Exercise Price	$ 0.32
Stock Warrants, expired	(5,023,434)
Stock Warrants expired, weighted average price	$ 0.40
Stock Warrants, exercised	(15,907,662)
Stock Warrants exercised, weighted average price	$ 0.08

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NOTE 11 - RELATED PARTY TRANSACTIONS (Details) - USD ($)					3 Months Ended	12 Months Ended
	Aug. 09, 2017	Jul. 28, 2017	Jun. 16, 2016	Aug. 01, 2015	Sep. 30, 2017	Jun. 30, 2017
Stock Issued During Period, Shares, New Issues	2,000,000	2,000,000
Chief Financial Officer
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold			$ 48,500
Chief Executive Officer
Payments to Acquire Property, Plant, and Equipment						$ 926,000
Payments to Acquire Machinery and Equipment						$ 1,009,099
Funds Expended Description						funds expended by Mr. Laws were misappropriated in the initial amount of $971,099 and a deposit of $38,000 was valid and refunded to the Company in a subsequent period. Of this amount, the $500,000 deposit that was to be made on the Alhambra Acquisition was subsequently determined never made to the sellers.
Professional Fees						$ 125,000
Boonyin Investments
Stock Issued During Period, Value, New Issues					$ 2,236,299
Stock Issued During Period, Shares, New Issues					27,953,736
Office Lease
Debt Instrument, Periodic Payment				$ 500

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NOTE 12 - LEGAL PROCEEDINGS (Details) - USD ($)		3 Months Ended			12 Months Ended
NOTE 12 - LEGAL PROCEEDINGS (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2017
Interest Expense		$ 176,661		$ 296,509
Boart Long year Company
Debt Instrument, Face Amount	$ 158,480		$ 158,480
Debt Instrument, Interest Rate During Period	5.25%
Interest Payable, Current	$ 13,859		13,859
Legal Fees			21,454
Interest Expense		13,795			$ 11,698
Wagner Equipment
Debt Instrument, Face Amount	$ 115,789		115,789
Debt Instrument, Interest Rate During Period	8.75%
Interest Payable, Current	$ 26,875		$ 26,875
Interest Expense		$ 29,862			$ 27,308

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NOTE 13 - SUBSEQUENT EVENTS (Details)	3 Months Ended
NOTE 13 - SUBSEQUENT EVENTS (Details)	Sep. 30, 2017
Subsequent Event 1
Subsequent Event, Description	In the period from October 2017 through June 30, 2018, the Company sold an aggregate of 9,887,510 units. Each unit consisted of one restricted common stock and one common stock warrant. The warrants had a term of 5 years and an exercise price of $0.08. All warrants were immediately exercised resulting in the issuance of an additional 9,887,510 restricted common shares. The Company received aggregate proceeds of $1,582,002 from these sales and warrant exercises. During the period August 2018 through August 5, 2020, ten existing accredited shareholders and two new accredited investors purchased and aggregate of 53,959,243 restricted common shares for $3,451,980. In addition, our chairman purchased 10,392,858 restricted common shares for $675,000. The issuance of the restricted common shares, were issued in reliance upon the exemption under Regulation S of the Securities Act, and in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company incurred fees of $265,024 and no placement fees were paid after August 18, 2018.
Subsequent Event 2
Subsequent Event, Description	During the period November 2017 and August 5, 2020, the Company issued 7,686,018 restricted shares of common stock for consulting services at an aggregated market value of $758,776 on the date of issuance. The issuance of the restricted common shares, were exempt from registration requirements of the Security Act of 1933, as amended, pursuant to Section 4(a)2, thereof because such issuance did not involve a public offering.
Subsequent Event 3
Subsequent Event, Description	On May 8, 2018, the Company converted $23,824 of accrued salary for the Company CFO into 476,484 shares of restricted common stock at a market value of $47,648 on the date on conversion and recorded a loss on debt conversion of $23,824.
Subsequent Event 4
Subsequent Event, Description	On March 20, 2019, the Company granted our Chairman of the Board of Directors and our Chief Financial Officer each 15,000,000 cashless five-year options at a strike price of $0.05, the market price on the date of the grant, for their efforts on reviving the Company.
Subsequent Event 5
Subsequent Event, Description	In the period from March 2020 through August 5, 2020, the Company issued warrants to existing accredited investors aggregating 4,500,000, and 2,250,000 warrants to the chairman of the board that were attached to restricted stock purchases. The warrants were vested at issuance, have a three life and an exercise price of $0.05 and $0.07.per share.
Subsequent Event 6
Subsequent Event, Description	In April 2020 , the Company converted $100,000 of loaned funds to the Company from our CFO into 2,000,000 shares of restricted common stock at a market value of $117,000 on the date on grant and recorded a loss on debt conversion of $17,000. Warrants issued in conjunction with the conversion were 1,000,000 vested three-year warrants and have an exercise price of $0.05 per share.
Subsequent Event 7
Subsequent Event, Description	On June 30, 2020 , the Company converted a note payable with the Company CFO consisting of principal and interest of $42,037 and $6,178, respectively, into 964,299 shares of restricted common stock at $0.05 per share. The market value on the date of conversion was $67,501 and on the date of conversion the Company recorded a loss on debt conversion of $19,286. In conjunction with the conversion 482,149 vested three-year warrants were granted and have an exercise price of $0.05 per share.
Subsequent Event 8
Subsequent Event, Description	In December 2017 the Company signed a financial advisory agreement to assist the Company on moving forward for a monthly fee of $10,000 a month beginning in February 2018 and fees paid to date aggregate $135,000. The agreement also included a five-year warrant for 100,000 shares of common stock at an exercise price of $0.15 per share.
Subsequent Event 9
Subsequent Event, Description	Pursuant to a stock purchase agreement dated August 2017, the Company will acquire all the capital stock of Bullard’s Peak Corporation (which owns five patented claims and 82 unpatented claims in the Black Hawk district of New Mexico) from Black Hawk Consolidated Mines Company for an initial purchase price of $3,000,000, and the capital stock of Bullard’s Peak Corporation and the mining claims collateralize the full purchase price payment. The Company granted the seller a 2% net smelter return in perpetuity. The net smelter return is the greater of (i) all monies the Company receives for or from any and all ore removed from the property comprising the mining claims whether for exploration, mining operations or any other reason, and (ii) the fair market value of removed ore from the property comprising the mining claims. Title to the claims will be transferred upon receipt by seller of the full purchase price. In August 2018, the Company was informed that the seller terminated the stock purchase agreement. Pursuant to an amendment to the stock purchase agreement in October 2018, the Company paid the seller $100,000 and the seller rescinded the August 2018 election to terminate the stock purchase agreement and waived all then existing events of default and any additional interest, late fees, and other damage claims due to the Company’s prior breaches of the stock purchase agreement. On October 31, 2018, the Company paid the seller an additional $100,000. The balance of the purchase price of $350,365 (which includes $50,365 of expenses that the Company agreed to reimburse seller) is required to be paid: (i) $100,000 on or before November 30, 2018 and (ii) $250,365 on or before December 31, 2018. If any payment is not timely paid, all rights of the Company under the stock purchase agreement shall become automatically null and void and seller shall retain all monies paid as liquidated damages for the Company’s breach, and seller shall have no further obligations to the Company, including but not limited to, any obligation to transfer the capital stock of Bullard’s Peak Corporation to the Company pursuant to the terms of the stock purchase agreement. We paid $100,000 in November 2018 with respect to the Alhambra Silver Mine acquisition and owed a balance of approximately $250,000 on December 31, 2018, to complete the acquisition. Lack of funding on December 31, 2018 resulted in us entering into a third amendment pursuant to which we paid $65,000 on January 2, 2019, a late fee payment on February 1, 2019 of $50,000, a $100,000 on February 28, 2019, and the final payment of $100,365 was paid on April 2, 2019, for the total acquisition cost of $3,115,365.
Subsequent Event 10
Subsequent Event, Description	In February 2018, the Company filed for a permit to start operations at the Bullard’s Peak property. The permit was awarded on March 7, 2018. As of the filing of this report, no operations have commenced.
Subsequent Event 11
Subsequent Event, Description	On November 30, 2017, the Company entered into substantially identical agreements with Fortune Graphite, Inc. and Worldwide Graphite Producers, Ltd. to acquire a total of four placer claims for aggregate consideration of C$400,000 and the issuance of 10,000,000 shares of Company common stock. Title to these claims remained in trust with the sellers until payment in full. To date, the Company has paid to the sellers’ consideration of C$205,000. The Company disclosed in a Form 8-K filing on November 20, 2018 that it had been notified that it was in default with respect to these two November 2017 agreements and that the sellers threatened legal action. The Company has engaged British Columbia counsel to review the two November 2017 agreements and has concluded that there were false representations made by the sellers and that certain conditions precedent of sellers were not satisfied. As a result, the Company’s position is that these two November 2017 agreements are not and were never binding and have requested sellers to refund the C$205,000. The Company so informed sellers on March 4, 2019. The Company continues to evaluate its rights and remedies in connection with this matter. As a result, the Company does not own any rights to the four placer claims located in the Vernon mining district of British Columbia, Canada (which property is more fully set forth in the Form 8-K filing dated November 20, 2018). At the time of the filing of this report the agreements are being scheduled for arbitration by the Company attorney. The Company position subsequently is to void the transaction based upon the questionable claim activity and due to the uncertainty of the outcome has provided an impairment of the amount at June 30, 2019, in the amount of $210,116.
Subsequent Event 12
Subsequent Event, Description	The Company acquired the Malone Mine claims, Playa Hidalgo Placer claims and the Pinos Altos claims for an aggregate of $500. In August of each calendar year, the Company is required to renew these claims at a price of $165 per claim.
Subsequent Event 13
Subsequent Event, Description	The Company entered into a purchase agreement with a mining operator in January 2019 to purchase two properties in western New Mexico, the Billali Mine, and the Jim Crow Imperial Mine. The purchase price for all rights and interests to be conveyed is $2,500,000 for the Billali Mine and $7,500,000 for the Jim Crow Imperial Mine
Subsequent Event 14
Subsequent Event, Description	A forbearance agreement by and among Santa Fe and Canarc Resource Corp. (“Canarc”) was entered into and effective as of February 12, 2018. Canarc loaned Santa Fe $220,000 in 2014. The funding requirements were not attained and the loan became due on January 15, 2015. The Company agreed with Canarc to make four installment payments as follows: (i) $25,000 on February 14, 2018; (ii) $25,000 on June 30, 2018; (iii) $85,000 on October 1, 2018; and (iv) $85,000 on December 31, 2018. All payments were made on a timely basis. With the final payment completed, Canarc forgave $12,522 of principal and accrued interest on the note payable of approximately $100,103 per the terms of the agreement and the Company recorded a gain on debt extinguishment of approximately $112,625 in the quarter ended December 31, 2018.
Subsequent Event 15
Subsequent Event, Description	On March 8, 2018, the board decided in a special meeting that all options awarded to Erich Hofer, Frank Mueller are declared void and all options should be removed from the financial reporting, excepting prior valid historical options issued for director services. At a later time, the board will revisit the awards based on the recommendation by the President of the Company for the staff members who were essential in reviving the Company from bankruptcy.
Subsequent Event 16
Subsequent Event, Description	In April 2018, the board appointed Brian Adair Chairman of the Audit Committee.
Subsequent Event 17
Subsequent Event, Description	In April 2018, the Company entered into an engagement with a financial advisory group for an initial four-month term and renewable under mutual agreement. The fees were $2,000 monthly and 50,000 shares of restricted common stock to be issued one month after the agreement date. The Company paid an aggregate of $18,229 under the agreement and cancelled the contract and the shares have been issued as of this filing.
Subsequent Event 18
Subsequent Event, Description	During the period October 2018 to June 30, 2020, the CFO of the Company and an outside party, loaned the Company an aggregate of $381,787, evidenced by demand unsecured notes payable at an annual rate of interest of 6% and have no stated due dates. At the time of filing this report, the outside party had been paid back $80,000 of their loaned funds and the CFO of the Company has converted the balance of loaned funds and interest thereon into restricted common stock.
Subsequent Event 19
Subsequent Event, Description	On December 18, 2019, Mr. Daniel Gorski, our consultant geologist, was appointed to our board of directors.
Subsequent Event 20
Subsequent Event, Description	Effective July 7, 2020, the Company retained a new Chief Financial Officer and the prior Chief Financial Officer was reassigned to oversee all mining operations as they come on line in our fiscal 2021 year.
Subsequent Event 21
Subsequent Event, Description	On July 13, 2018, the Company elected to change auditors and MaloneBailey, LLP was replaced with TAAD, LLP.
Subsequent Event 22
Subsequent Event, Description	As disclosed in the Company’s Form 8-K filed on October 1, 2018, a director and former chief executive officer of the Company, Mr. Thomas H. Laws, entered into a secured promissory note and security agreement in the principal amount of $930,000 in favor of the Company on September 19, 2018, bearing interest at the annual rate of 4% and maturing September 30, 2018 (“Secured Promissory Note”). The Company requested the former chief executive to execute the Secured Promissory Note and security agreement as a result of the matters discussed below, prior to the completion of the special committee investigation. The security interests include certain real estate and a Cessna model 182G airplane. The Secured Promissory Note also contains late fee and default provisions under the deeds of trust, Security Agreement and other agreements
Subsequent Event 23
Subsequent Event, Description	The Company has entered into an at-will consulting agreement with Daniel E. Gorski in November 2018 to provide consulting services to the Company with respect to its proposed mining operations, at the rate of $5,000 per month in cash and $5,000 per month in Company common stock. Mr. Gorski is owed an additional $30,000 from work performed for the Company during the period March 2018 through August 2018 prior to his engagement
Subsequent Event 24
Subsequent Event, Description	The Company held a shareholder meeting on January 11, 2019, in Albuquerque, New Mexico, and a majority of our shareholders voted to (i) amend our certificate of incorporation to increase the authorized shares of common stock that we have authority to issue from 300,000,000 shares to 550,000,000 shares and (ii) remove Thomas Laws as a director.
Subsequent Event 25
Subsequent Event, Description	Longtime Board member Erich Hofer resigned effective December 28, 2018, and Tom Laws resigned effective January 9, 2019 (just prior to the shareholder meeting on January 11, 2019 in which the shareholders voted to remove him as a director).
Subsequent Event 26
Subsequent Event, Description	At June 30, 2019, we wrote off two finance facilities under British Columbia law where the statute of limitations had run out pursuant to the Limitations Act (British Columbia). The Company retained legal services in British Columbia to research the British Columbia statutes of limitations on the collectability of the finance facilities. Legal counsel reviewed all related documents, records of proceedings and all records and documents deemed relevant to the two finance facilities. It was determined that the finance facilities were subject to the laws of the Providence of British Columbia and the federal laws of Canada. The Company received a written legal opinion from legal counsel that the two researched finance facilities under the Limitations Act (British Columbia) and any relevant case law in British Columbia, that the statute of limitations has run for the two finance facility liabilities pursuant to the Limitations Act (British Columbia) and that no future claims can be commenced in the Providence of British Columbia and the Company has no outstanding legal obligation on the finance facilities