NOTE 13 - SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Recent Issuances of Unregistered Securities In the period from January 2017 through March 25, 2019, the Company sold an aggregate of 47,673,441 units. Each unit consisted of one restricted common share and one common stock warrant. The warrants had a term of 5 years and an exercise price ranging from $0.001 to $0.10. All warrants were immediately exercised resulting in the issuance of an additional 47,673,441 restricted common shares. The Company received aggregate proceeds of $6,386,416 from these sales and warrant exercises. During the period January 2017 through April 5, 2019, four current shareholders purchased and aggregate of 5,568,333 restricted common shares for $436,000. During the period December 2018 and February 2019, our chairman purchased 3,750,000 restricted common shares for $300,000. During the period January 2017 and April 5, 2019, the Company issued 4,076,635 restricted shares of common stock for consulting services at an aggregated market value of $421,153 on the date of issuance. In connection with the placements, the Company incurred cash placement fees of $672,842. 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. 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. Other Events In October 2014, the Company issued a $500,000 convertible note to an accredited investor, from which we drew down tranches aggregating $175,000. The note holders converted a portion of the advances and default penalties to restricted common stock and at September 30, 2016, the notes and related default penalties had an aggregate outstanding balance of $93,333. In January 2017 the note holder agreed to cash settlement payment of $90,000 to satisfy the outstanding obligation and $3,333 was recorded as gain on extinguishment of debt. In March 2017, we entered into agreements with 13 creditors owed $343,902, which amount was settled for $10,734. Additionally, in March 2017, outstanding notes as follows were settled: (i) the IGS note and interest that aggregated $3,563,662 was settled for $88,282; and (ii) three note holders owed principal and accrued interest aggregating $603,688 and was settled for $13,500. In total $112,516 was disbursed for debt aggregating $4,511,252 and the Company recorded $4,398,736 as gain on debt extinguishment. In April 2017 we paid our former chief executive officer, Mr. Jordan, $269,787 for his firms’ legal fees incurred prior to becoming CEO of the Company. Mr. Jordaan resigned as CEO and from the board effective May 6, 2016. In July 2017 the board changed the price for 5,000,000 options from $.001 to $.002. In July 2017, an investor returned 18,000,000 shares to the Company and were returned to the transfer agent and cancelled. The shares were accounted for as a derivative liability at the fair value of the shares and marked to market at each balance sheet date. The investor was reissued 18,000,000 shares in January 2019. 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 a 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, $100,000 on February 28, 2019, and with the final payment of $100,365 due on March 31, 2019. British Columbia Properties 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 Can$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 seller’s consideration of Can$260,000. 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 Can$260,000. 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. New Mexico Mine Claims In September 2017, 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 $155 per claim. Purchase agreement for New Mexico Mining Properties The Company has 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, each documented as separate definitive agreements with aggregate consideration for both definitive agreements payable under the following terms: a. b. st c. d. 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 $107,974 per the terms of the agreement and the Company recorded a gain on debt extinguishment of $120,496 in the quarter ended December 31, 2018. Miscellaneous 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. 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. In March 2018, the board and the option recipients determined to rescind all options awarded to each of Erich Hofer, Frank Mueller and Tom Laws, on a retroactive basis, and accordingly, all options were removed from the financial reporting. 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 as of this filing have not been issued. During the period October 2018 and February 2019, the CFO of the Company and a third outside party, loaned the Company an aggregate of $284,268, evidenced by demand unsecured notes payable at an annual rate of interest of 6% and have no stated due dates. Change of Auditors On July 13, 2018, the Company elected to change auditors and MaloneBailey, LLP was replaced with TAAD, LLP. 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). 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. 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 that Mr. Laws owes the Company $1,335,046, excluding penalty and accrued interest, of which $379,660 has been received by the Company. The Company will restate the previously issued consolidated financial statements for, and financial information relating to, the fiscal year ended June 30, 2017, the most recent financial statements of the Company filed with the Securities and Exchange Commission. 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 $937,420 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. 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. |