Forward-Looking Statements

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See "Cautionary Statement on Forward-Looking Statements." Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risk factors described in this report and in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019.





Overview



We are an exploration company that owns certain mining and mineral rights at our Alhambra-Blackhawk project and have right-of-use mineral rights comprising the Billali and Jim Crow-Imperial mine project in southwest New Mexico.

During the nine-months ended March 31, 2020, the Company focused primarily on repair and improvement projects work at the Jim Crow mine site and continued and expanded our exploratory program at the mine sites.

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 net loss of $1,876,518 for the nine months ended March 31, 2020, and has a total accumulated deficit of $95,355,188 and a working capital deficit at March 31, 2020 of $4,811,112. The Company used in operating activities, approximately $1.26 million. The Company currently has no source of generating revenue.

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 put into production an acceptable source to generate mineralized ore to generate a revenue stream. Currently 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 March 31, 2020, the Company was in default on delinquent payments of approximately $3.2 million on accounts payable, $399 on a note payable and $696 thousand on accrued liabilities.

The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Operating Results for the Three Months Ended March 31, 2020 and 2019





Revenue


During the three months ended March 31, 2020 and 2019, the Company had no revenue in the periods of measurement.





Operating Costs and Expenses


Our operating expenses incurred in three months ended March 31, 2020, decreased $1,356,968 from $1,867,931 in the three months ended March 31, 2019 to $510,963 for the current period of measurement. The decreases in operating expenses in the current period of measurement are attributable increased exploration and mine related costs of $206,053 and is offset by a decrease in general and administrative of $1,563,021.

The increase in exploration and mine related costs were incurred on the Jim Crow mine and consisted mainly of increases of $133,397 in wages and payroll burden costs, depreciation of $14,526 and other mine related costs of $58,130. The decrease in general and administrative of $1,563,021 was mainly attributable to decreases in: consulting fees related to working capital raises of $143,913, audit fees and accounting of $30,000 and costs associated with warrants of $1,433,655. These decreases were mainly offset by increases in salaries and related payroll burden of $9,835 and legal fees of $37,656.





Other Income (Expense)


Other income (expense) for three months ended March 31, 2020, was $(15,030) as compared to $(350,213) for three months ended March 31, 2019, a decrease in other expense of $335,053. The net decrease in other expense for the current period measurement is mainly comprised of the following expense components: decrease in financing costs on commodity supply agreements of $60,830, a decrease in interest expense of $142,942 and a decrease in interest on mandatory redemption shares by a related party of $127,800. The decreased interest expense and financing costs on commodity supply agreements are a result of debt write-off at our fiscal year ended June 30, 2019 and the mandatory shares were returned in the current period of measurement.

Operating Results for the Nine Months Ended March 31, 2020 and 2019





Revenue


During the nine months ended March 31, 2020 and 2019, the Company had no revenue in the periods of measurement.





Operating Costs and Expenses


Our operating expenses incurred in nine months ended March 31, 2020, decreased $533,452 from $2,394,410 in the nine months ended March 31, 2019 to $1,860,958 for the current period of measurement. The decreases in operating expenses in the current period of measurement are attributable to increased exploration and mine related costs of $863,480, and decreased general and administrative of $1,396,932.

The increase in exploration and mine related costs were incurred on the Jim Crow mine and consisted mainly of $518,207 in wages and payroll burden costs, depreciation of $30,888 and other mine related costs of $314,385. The decrease in general and administrative was mainly attributable to decreased costs attributable to warrants issued of $1,433,655, in consulting fees related to working capital raises of $218,954, vehicle operating costs of $11,281 and transfer agent fees of $19.417. These decreases were offset by increases in the following: salary compensation and payroll burden of $56,471, property and liability insurance of $15,154, audit and accounting fees of $104,289, and legal fees of $107,069.





Other Income (Expense)



Other income (expense) for nine months ended March 31, 2020, was $(15,560) as compared to $(294,380) for nine months ended March 31, 2019, a decrease in other expense of $278,690. The net decrease in other expense for the current period of measurement is mainly comprised of decreases in following income components: gain on debt extinguishment of $112,625 and recovery of misappropriated funds of $350,521 and by offset by decreases in the following other expenses consisting of: interest on mandatory redemption shares by a related party of $127,800,

financing costs on commodity supply agreement of $166,725 and interest expense of $444,466. The decreased interest expense and financing costs on commodity supply agreements are a result of debt write-off at our fiscal year ended June 30, 2019 and the mandatory shares were returned in the current period of measurement.


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Liquidity and Capital Resources; Plan of Operation

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 net loss of $1,876,518 for the nine months ended March 31, 2020, and has a total accumulated deficit of $95,355,188 and a working capital deficit at March 31, 2020 of $4,811,112. The Company used in operating activities, approximately $1.26 million. The Company currently has no source of generating revenue.

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 put into production an acceptable source to generate mineralized ore to generate a revenue stream. Currently 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 March 31, 2020, the Company was in default on approximate payments on delinquent accounts payable of $3.2 million, on a note payable of $399 thousand and accrued liabilities of $696 thousand.

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