Indicate by check mark whether the ~~registrant:~~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 ¨ ☐No þ

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~~(§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 ¨ ☐No þ

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,”~~filer”, “accelerated ~~filer,”~~filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer¨	¨	Non-accelerated filer	x
Accelerated filer¨	¨	Smaller reporting company	☒
		~~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 byin Rule 12b-2 of the Exchange Act). ☐Yes ¨☒ Noþ

Indicate the number of shares outstanding of each of the ~~issuer’s~~registrant’s classes of common stock, as of the latest practicable ~~date~~ ~~427,504,214 shares of common stock par value $0.002, of the issuer were issued and~~date.

Shares outstanding as of ~~October 26, 2020.~~November 14, 2022 were 443,308,551.

SANTA FE GOLD CORPORATION

INDEX TO FORM 10-Q

PART I

FINANCIAL INFORMATION

				Page
		Cautionary Statement on Forward-Looking Statements	4
	~~Cautionary Note Regarding Exploration Stage Status~~	5
	~~SEC Industry Guide Definitions~~	5

`Item 1.`	Financial Statements	6
	Condensed Consolidated Balance Sheets as of September 30, ~~2019~~2022 (Unaudited) and June 30, ~~2019~~2022	6
	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, ~~2019~~2022 and ~~2018~~2021 (Unaudited)	7
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended September 30, ~~2019~~2022 and ~~2018~~2021 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, ~~2019~~2022 and ~~2018~~2021 (Unaudited)	9
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2125
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2228
Item 4.	Controls and Procedures	2328

PART II OTHER INFORMATION
`Item 1.`	Legal Proceedings	2429
Item 1A	Risk Factors	2530
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2530
Item 3.	Defaults Upon Senior Securities	2630
Item 4.	Mine Safety Disclosures	2630
Item 5.	Other Information	2631
Item 6.	Exhibits	2631
SIGNATURES		2631
CERTIFICATIONS

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

~~This Form 10-Q~~The financial statements and notes thereto 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; including but not limited to statements regarding the following:

•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~~additional high-quality gold, silver and/or copper properties.

Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or

attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, 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 whether as a result of new information, future events, or other circumstances.

~~CAUTIONARY NOTE REGARDING EXPLORATION STAGE STATUS~~

We believe that the expectations reflected in our forward-looking statements are ~~considered an “exploration stage” company~~based on reasonable assumptions, such statements can only be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the ~~U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7, Description~~heading “Risk Factors” as detailed in Item1A of ~~Property by Issuers Engaged or to be Engaged in Significant Mining Operations (“Industry Guide 7”), because we do~~our Form 10-K filed on October 13, 2022. You should not ~~have reserves~~unduly rely on any of our forward-looking statements. These statements speak only as ~~defined under Industry Guide 7. Reserves are defined in Industry Guide 7 as that part of a mineral deposit which can be economically and legally extracted or produced at the time~~ of the ~~reserve determination. The establishment~~date of reserves under Industry Guide 7 requires, among other things, certain spacing of exploratory drill holes to establish the required continuity of mineralization and the completion of a detailed cost or feasibility study.this filed Form 10-Q.

Because we have no reserves as defined in Industry Guide 7, we have not exited the exploration stage and continue to report our financial information as an exploration stage entity as required under Generally Accepted Accounting Principles (“GAAP”). Although for purposes of FASB Accounting Standards Codification Topic 915, Development Stage Entities, we have exited the development stage and no longer report inception to date results of operations, cash flows and other financial information, we will remain an exploration stage company under Industry Guide 7 until such time as we demonstrate reserves in accordance with the criteria in Industry Guide 7.

Because we have no reserves, we have and will continue to expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We also expense our reclamation and remediation costs at the time the obligation is incurred. Companies that have reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as reserves are mined, with the resulting depletion charge allocated to inventory, and then to cost of sales as the inventory is sold. As a result of these and other differences, our financial statements will not be comparable to the financial statements of mining companies that have established reserves and have exited the exploration stage.

~~SEC INDUSTRY GUIDE 7 DEFINITIONS~~

The following definitions are taken from the mining industry guide entitled “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” contained in the Securities Act Industry Guides published by the United States Securities and Exchange Commission, as amended.

~~Exploration State~~		~~The term “exploration state” (or “exploration stage”) includes all issuers engaged in the search for mineral deposits (reserves) which are not in either the development or production stage.~~

~~Development Stage~~		The term “development stage” includes all issuers engaged in the preparation of an established commercially mineable deposit (reserves) for its extraction which are not in the production stage. This stage occurs after completion of a feasibility study.

~~Mineralized Material~~		~~The term “mineralized material” refers to material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.~~

~~Probable (Indicated) Reserve~~		The term “probable reserve” or “indicated reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

~~Production Stage~~		~~The term “production stage” includes all issuers engaged in the exploitation of a mineral deposit (reserve).~~

~~Proven (Measured) Reserve~~		The term “proven reserve” or “measured reserve” refers to reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

~~Reserve~~		The term “reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tons and grade to include diluting materials and allowances for losses that might occur when the material is mined.

~~PART I~~
~~FINANCIAL INFORMATION~~

SANTA FE GOLD CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS
		September 30, 2022			June 30, 2022
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	65,703		$	19,939
Prepaid expenses and other current assets		13,016			8,740
Total current assets		78,719			28,679
Property and equipment, net		421,764			432,118
Mineral property		4,290,365			4,215,365
Deposit		125			125
Assets held for sale		25,800			202,821
Total Assets	$	4,816,773		$	4,879,108

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	3,799,234		$	3,812,836
Accrued liabilities		12,137,934			12,385,090
Notes payable, current maturities		2,352,671			2,343,635
Completion guaranty payable		3,359,873			3,359,873
Total current liabilities		21,649,712			21,901,434

Non-current notes payable		501,876			510,786
Total Liabilities		22,151,588			22,412,220
Commitments and Contingencies
Stockholders' Deficit:
Common stock, $0.002 par value, 550,000,000 shares authorized at September 30, 2022 and June 30, 2022; 443,308,551 issued and outstanding at September 30, 2022 and 441,308,551 shares issued and outstanding at June 30, 2022		886,617			882,617
Additional paid-in capital		96,692,220			96,558,521
Accumulated deficit		(114,913,652	)		(114,974,250	)
Total stockholders' deficit		(17,334,815	)		(17,533,112	)
Total Liabilities and Stockholders' Deficit	$	4,816,773		$	4,879,108

~~ITEM 1. FINANCIAL STATEMENTS~~

SANTA FE GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS

September 30,

June 30,

2019

2019*

(Unaudited)

(Audited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents
$
227,387

$
264,900

Prepaid expenses and other current assets

19,209

76,921

Total current assets

246,596

341,821

NON-CURRENT ASSETS:

Property and equipment, net

232,808

25,543

Mineral property

3,515,365

3,315,365

Total non-current assets

3,748,173

3,340,908

Total Assets
$
3,994,769

$
3,682,729

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accounts payable
$
3,329,457

$
3,151,035

Accrued liabilities

668,363

645,068

Notes payable

558,543

598,543

Notes payable and accrued interest to related party

74,528

63,499

Total Current Liabilities

4,630,891

4,458,145

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:

Common stock, $.002 par value, 550,000,000 shares authorized at September 30, 2019 and June 30, 2019; 392,242,397 issued and outstanding at September 30, 2019 and 379,775,217 shares issued and outstanding at June 30, 2019

784,485

759,550

Additional paid-in capital

92,794,048

91,943,704

Accumulated deficit

(94,214,655)

(93,478,670)

Total Stockholders' Deficit

(636,122)

(775,416)

Total Liabilities and Stockholders' Deficit
$
3,994,769

$
3,682,729

*~~The balance sheet at June 30, 2019 has been derived from the audited consolidated financial statement at that date.~~

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

SANTA FE GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended
September 30,

2019

2018

REVENUES

$
—

$
—

Exploration and other mine related costs

282,974

6,076

General and administrative

466,400

294,326

Total Operating Expenses

749,374

300,402

LOSS FROM OPERATIONS

(749,374)

(300,402)

OTHER INCOME (EXPENSE):

Recovery (misappropriation) of funds

27,539

378,060

Financing costs- commodity supply agreements

—

234,417

Interest expense

(14,150)

(165,783)

Total Other Income (Expense)

13,389

446,694

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

(735,985)

146,292

PROVISION FOR INCOME TAXES

—

—

NET INCOME (LOSS)

$
(735,985)

$
146,292

Basic and Diluted Per Share Data:

    Net Income (Loss) - Basic

$
(0.00)

$
(0.00)

    Net Income ( Loss) - Diluted

$
(0.00)

$
(0.00)

Weighted Average Common Shares Outstanding:

    Basic

387,108,689

300,000,000

    Diluted

387,108,689

300,100,000

SANTA FE GOLD CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,
	2022			2021

Revenues	$	-		$	-

Operating Expenses:
Exploration and other mine related costs		26,175			38,560
General and administrative		281,041			327,661
Total Operating Expenses		307,216			366,221
Loss from Operations		(307,216	)		(366,221	)
Other Income (Expense):
Miscellaneous income		172			-
Recovery (loss) associated with misappropriated funds		4,057			(522	)
Financing costs-commodity supply agreements		538,750			75,481
Interest expense		(175,165	)		(162,186	)
Total Other (Expense) Income		367,814			(87,227	)
Income (Loss) Before Provision for Income Taxes		60,598			(453,448	)
Provision for Income Taxes		-			-
Net Income (Loss)	$	60,598		$	(453,448	)

Basic and Diluted Per Share Data:
Net Income (Loss) – Basic and diluted	$	0.00		$	(0.00	)
Weighted Average Common Shares Outstanding:
Basic		441,504,203			435,446,486
Diluted		496,070,845			435,446,486

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

SANTA FE GOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Three Months Ended September 30,
	2022	2021
Cash Flows from Operating Activities:
Net Income (Loss)	`$60,598`	`$(453,448)`
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Warrant/option expense from derivative liability	`37,699`	`90,633`
Depreciation and amortization	`11,422`	`16,008`
Non-cash interest expense	`-`	`276`
Non-cash change in finance charge on commodity supply agreement	`(538,750)`	`(75,481)`
Non-cash adjustment on recovery of misappropriated funds	`-`	`522`
Net change in operating assets and liabilities:
Prepaid expenses and other current assets	`(4,276)`	`(11,668)`
Accounts payable and accrued liabilities	`278,118`	`246,613`
Net Cash Used in Operating Activities	`(155,189)`	`(186,545)`

Cash Flows from Investing Activities:
Payment on mineral leases	`(75,000)`	`(75,000)`
Loss on property sale	`943`	`-`
Proceeds from property sale	`176,078`	`37,478`
Rental deposit	`-`	`(125)`
Purchase of property, plant and equipment	`(1,068)`	`-`
Net Cash Provided By (Used) in Investing Activities	`100,953`	`(37,647)`

Cash Flows from Financing Activities:
Proceeds from issuance of common stock	`100,000`	`208,500`
Payments on lease principle	`-`	`(2,919)`
Net Cash Provided by Financing Activities	`100,000`	`205,581`

Net (Decrease) Increase in Cash and Cash Equivalents	`45,764`	`(18,611)`
Cash and Cash Equivalents Beginning of period	`19,939`	`27,458`
Cash and Cash Equivalents End of Period	`$65,703`	`$8,847`
Supplemental Cash Flow Information:
Interest	`$-`	`$1,649`
Income taxes	`$-`	`$-`

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

SANTA FE GOLD CORPORATION

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT~~

~~FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018~~

~~(Unaudited)~~

Additional

Three Months Ended September 30, 2019:

Common Stock

Paid-In

Accumulated

Shares

Amount

Capital

Deficit

Total

Balance, June 30, 2019

379,775,217

$
759,550

$
91,943,704

$
(93,478,670
)

$
(775,416
)

Consulting stock-based compensation

181,466

363

14,916

—

15,279

Share subscriptions issued

12,285,714

24,572

835,428

—

860,000

Net income (loss)

—

—

—

(735,985
)

(735,985
)
Balance, September 30, 2019 (Unaudited)

392,242,397

$
784,485

$
92,794,048

$
(94,214,655
)

$
(636,122
)

Additional

Three Months Ended September 30, 2018:

Common Stock

Paid- In

Accumulated

Shares

Amount

Capital

Deficit

Total

Balances, June 30, 2018

300,000,000

$
600,000

$
84,113,690

$
(102,013,374
)

$
(17,299,684
)

Valuation change on mandatory share

     redemption

—

—

342,000

—

342,000

Net Income

—

—

—

146,292

146,292

Balances, September 30, 2018 (Unaudited)

300,000,000

$
600,000

$
84,455,690

$
(101,867,082
)

$
(16,811,392
)
~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~

SANTA FE GOLD CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended

September 30,

2019

2018

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)
$
(735,985
)
$
146,292

   Adjustments to reconcile net income (loss) to net cash used in operating activities:

      Stock-based compensation

15,279

17,800

       Financing costs – commodity supply agreements

—

(234,417
)
       Depreciation expense

6,670

—

             Non-cash interest expense

1,029

—

  Net change in operating assets and liabilities:

      Prepaid expenses and other current assets

57,712

(5,853
)
      Accounts payable and accrued liabilities

186,717

188,613

                         Net Cash (Used) Provided in Operating Activities

(468,578
)

112,435

CASH FLOWS FROM INVESTING ACTIVITIES:

  Payment on mineral property

(200,000
)

—

  Purchase of property and equipment

(198,935
)

—

                         Net Cash Used in Investing Activities:

(398,935
)

—

CASH FLOWS FROM FINANCING ACTIVITIES:



  Proceeds from common stock subscriptions

860,000

200,000

  Loan proceeds from a related party

10,000

—

  Payment on note payable principle

(40,000
)

—

                        Net Cash Provided by Financing Activities

830,000

200,000

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(37,513
)

312,435

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

264,900

18,897

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
227,387

$
331,332

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest
$
—

$
—

Cash paid for income taxes
$
—

$
—

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND

FINANCING ACTIVITIES:

  Valuation change on mandatory share redemption
$
—

$
342,000

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

~~SANTA FE GOLD CORPORATION~~

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
~~September 30, 2019~~
(Unaudited)

NOTE 1 – ~~ORGANIZATION AND BUSINESS DESCRIPTION~~NATURE OF OPERATIONS

Santa Fe Gold Corporation (the “Company”, “our” or “we”) is a U.S. mining company incorporated in Delaware in August 1991. Our general business strategy is to acquire, explore, develop and mine mineral properties. The Company elected on August 26, 2015, to file for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) and that case was dismissed on June 15, 2016. The Summit Silver-Gold Project, the Lordsburg Copper Project, Black Canyon Mica Project, Planet MIO Project, all claims and other assets were lost in the process. After the Company emerged from the bankruptcy with a management team of two with 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.

In August 2017, the Company acquired all the capital stock of Bullard’s Peak Corporation and the related patented and unpatented claims in the Black Hawk district of New Mexico from Black Hawk Consolidated Mines Company for a purchase price of $3,115,365. The mine property is known as the Alhambra mine site. The transaction was finalized and closed in April 2019. The mining property acquired is an asset ofin our subsidiary, Mineral Acquisitions, ~~LLC, one of the Company’s five wholly owned subsidiaries.~~LLC.

In January 2019 the Company has acquired right of use on two properties in western New Mexico, consisting of eight (8) patented claims and two unpatented claims, all located in the Steeple Rock Mining District, Grant County, New Mexico and athe related water rights lease ~~agreement.~~agreements. The two properties are known as the Billali Mine and the Jim Crow Imperial Mine. The Company has ~~begun~~made improvements to the Jim Crow Imperial mine ~~to start~~and has commenced mining operations during the third calendar quarter of 2020. In the last week of November 2020, our mine manager contacted the COVID-19 virus and later two of our employee miners contacted it also and we shut the mining operation down and currently the mines and equipment are under a maintenance protocol. Currently it is anticipated to reopen the mines in late 2022 or in the first quarter of 2023 when we complete the construction of our mill operation in Duncan, Arizona. The Company has no current COVID-19 problems.

We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) ~~Industry~~S-K 1300. The mining leases and other mineral rights we have control of, however, none of them contain any proven or probable reserves, as defined under S-K 1300. As such, they are all currently considered “exploratory” in nature. The new S-K 1300 guide replaced SEC Guide 7.7 and went into effect for the Company beginning with our fiscal year July 1, 2021. We are now required to file our Forms 10-Q and 10-K reports with the Commission aligned to S-K 1300 requirements. S-K 1300 is aligned more closely to CRIRSC definitions and shares similarities with, but not equal to, other reporting codes applicable to the mining industry such as NI 43-101.

~~Interim Financial Statements~~Covid-19

~~The accompanying unaudited~~On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.
At this time, we cannot foresee whether the outbreak of COVID-19 will continue be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 or other infectious viruses are not effectively and timely controlled, our business plans and financial ~~statements~~condition may be materially and ~~related notes present~~adversely affected as a result of the ~~Company’s consolidated~~potential deteriorating economic outlook or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment and cause our business to suffer in ways that we cannot predict at this time and that may materially and adversely impact our business plans, financial ~~position as of September 30, 2019~~condition and ~~June 30, 2019 (Audited), the consolidated~~ results of ~~operations for~~operations.
With three of our mine employees contacted the three months ended September 30, 2019 and 2018, the consolidated statements of shareholders’ deficit for the three months ended September 30, 2019 and 2018 and, consolidated cash flows for the three months ended September 30, 2019 and 2018. The unaudited financial statements have been prepared in accordance with accounting principles generally acceptedCOVID-19 virus in the ~~United States~~last week of ~~America for interim~~November 2020, we shut the mining operation down and currently the mines and equipment are under a maintenance protocol. With the current COVID -19 situation and the current inability to process the mined ore we anticipate not restarting the mining operation until late 2022 or in the first quarter of 2023, depending on the projected completion of our mill operation in Duncan, Arizona.
At this time, we cannot foresee whether the potential COVID-19 or any other variants that may affect our future operations, nor if an occurrence should happen, can we predict the severity and duration of its impact. Our business plans and financial ~~information~~condition may be materially and ~~with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all~~adversely affected as a result of the ~~information~~potential deteriorating economic outlook or other factors that we cannot foresee. Any of these factors and ~~footnotes required by accounting principles generally accepted~~other factors beyond our control could have an adverse effect on the overall business environment and cause our business to suffer 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, 2019, are not necessarily indicative of the resultsways that we cannot predict at this time and that may ~~be expected for~~materially and adversely impact our business plans, financial condition and results of future operations. Currently, COVID-19 and any variants has had no additional effect on the fiscal year ending June 30, 2020. 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, 2019. 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.Company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Basis of Presentation~~Liquidity 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~~Below presents summary financial information at the two periods presented in this Form 10-Q filing.

September 30,

June 30,

2022

2022

Cash on hand

$
65,703

$
19,939

Working capital (deficit)

$
(21,570,993
)

$
(21,872,755
)
Stockholder (deficit)

$
(17,334,815
)

$
(17,533,112
)

September 30, 2021

Current quarter net income (loss)

$
60,598

$
(453,448
)
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 ~~has recorded net loss of $735,985 for~~were sold. These conditions raise substantial doubt regarding the ~~three months ended September 30, 2019, and has~~Company’s ability to continue as a total accumulated deficit of $94,214,655 and a working capital deficit at September 30, 2019 of $4,384,295. The Company used in operating activities approximately $469,000 during the current period of measurement. The Company currently has no source of generating revenue.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 ~~put into~~constructed its mill operation and implemented ore production ~~an acceptable source~~at our mine sites to ~~generate~~process the mineralized ore to generate ~~a revenue stream. Currently we~~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.

AtAs of the periods ending September 30, ~~2019,~~2022 and June 30, 2022, the Company was in default on ~~delinquent payments of approximately: $3.04 million on~~ accounts payable ~~$398,000 on a note payable~~ and ~~$643,000 on other accrued liabilities.~~debt facility payments that relate to our pre-bankruptcy debt as follows:

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.

September 30,

June 30,

2022

2022
Amount due under the Gold Stream Agreement

$9,884,977

$10,379,629
Notes payable and accrued interest

5,847,572

5,736,243
Accounts payable and other accrued liabilities

3,669,213

3,663,249
Total

$19,401,762

$19,779,121

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, Santa Fe Acquisitions Company, a New Mexico Limited Liability Company, ~~Mineral~~Minerals Acquisitions, LLC, a New Mexico Limited Liability Company and Bullard’s Peak Corporation, a New Mexico ~~Corporation.~~corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

~~Use of~~ Estimates

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

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

Fair Value ~~Measurements~~of Financial Instruments
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:

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 ~~values~~amounts of the Company’s financial assets and liabilities, such as cash and ~~cash equivalents,~~ accounts payable ~~and accrued liabilities approximated~~approximate their ~~related~~ fair values asbecause of ~~September 30, 2019, and June 30, 2019, due to~~ the ~~relatively short-term nature~~short maturity 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.

Property and Equipment

Property ~~and equipment are~~is carried at cost. ~~Maintenance~~The cost of repairs and ~~repairs that do not improve or extend the life of the respective assets~~maintenance are expensed as ~~incurred. Expenditures for new property~~incurred and major replacements and improvements are capitalized. When assets are retired or ~~equipment and expenditures that extend the useful lives~~disposed of, ~~existing property and equipment are capitalized and recorded at cost. Upon retirement, sale or other disposition,~~ the cost and accumulated ~~amortization~~depreciation are ~~eliminated~~removed from the accounts, and ~~the gain~~any resulting gains or ~~loss is~~losses are included in ~~operations.~~income in the year of disposition. Depreciation is ~~taken~~calculated on a straight-line basis over the estimated useful ~~lives~~life of the assets ~~using the straight-line method. The estimated useful lives of the equipment are shown below. Land is not depreciated.~~as follows.

	~~Estimated Useful Life~~Vehicles	5 years
	Mine equipment	7 ~~Years~~years
	General equipment	~~5 – 7 Years~~3-7 years
~~Automotive~~	~~4.5 - 5 Years~~
Small tools	1.25 ~~Years~~years

~~Derivative Financial Instruments~~

The Financial Accounting Standards Board (“FASB”) provides guidance that requires derivative instruments to be recognized as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value of derivative instruments depends on their intended use and resulting hedge designations. For derivative instruments designated as hedges, the changes in fair value are recorded in the balance sheets as a component of accumulated other comprehensive income (loss). Changes in the fair value of derivative instruments not designated as hedges are recorded in the consolidated statements of operations, generally as a component of other income (expense).

~~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, 2019, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive.

~~A reconciliation of the weighted average shares outstanding used in the basic and diluted earnings per share (“EPS”) computation is as follows:~~

Net Income
(Numerator)

Weighted
Average
Common Shares
(Denominator)

Per Share
Amount

For the three months ended September 30, 2018

Basic EPS

Income available to common stockholders

$
         146,292

300,000,000

$
0.00

Diluted EPS

Dilutive shares from options and warrants

                   —

        100,000

Income available to common stockholders plus assumed conversions

$
         146,292

300,100,000

$
0.00

The number of stock options excluded from the calculation of diluted earnings per share for the three months ended September 30, 2018 was 100,000 and excluded warrants was 4,320,000, because their inclusion would have been anti-dilutive.
~~Stock-Based Compensation~~
Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation—Stock Compensation’ (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505, “Equity—Equity Based Payments to Non-Employees” (“ASC 505-50”), for share-based payments to consultants and other third parties, compensation expense is determined at the ~~measurement date, which is the grant date. Until the measurement date is reached, the total amount of compensation expense remains uncertain.~~
The Company accounts for share-based compensation on the grant date fair value of the award. The Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share-based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. The compensation cost is recognized over the expected vesting period. Share based payments to nonemployees are valued at the earlier or a commitment date or completion of services. The Company had stock-based compensation of $15,279 and $17,800 in the three months ending September 30, 2019 and 2018, respectively.
~~Accounting Standards to be Adopted in Future Periods~~
~~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. The Company adopted Topic 842 as of July 1, 2019 and at this time~~ ~~the new standard will not have an impact on our consolidated financial statements until significant a lease agreement is entered.~~

In June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than adoption of ASC 606. The Company adopted ASU 2018-07, effective July 1, 2019, and determined the adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. 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), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

Mine Development

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

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

Mine development is amortized using the units-of-production method based upon estimated recoverable ounces in proven and probable reserves. To the extent that these costs benefit an entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific ore body. Currently, with no claims or mines in our possession that have proven and probable reserves, we have no development costs incurred. As of September 30, ~~2019,~~2022, the Company has not established proven or probable reserves or established the commercial feasibility of any of our exploration projects in the opinion of a qualified person as defined in Regulation S-K 1300 and all ~~exploration~~mine development costs are ~~being expensed. The Company may never identify~~expensed as incurred.
Mineral Rights
Mineral properties are capitalized at their fair value at the acquisition date, either as an individual asset purchase or as part of a business combination. When it is determined that a mineral property can be economically developed as a result of establishing reserves, subsequent mine development is capitalized and are amortized using the units of production method over the estimated life of the ore body based on estimated recoverable tonnage in proven and probable reserves.

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

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established.
To date, the Company has not established the commercial feasibility of any exploration projects; therefore, all exploration costs are expensed as incurred. Mineral properties are capitalized at their fair value at the acquisition date, either as an individual asset purchase or as part of a business combination. ASC 930-805, “Extractive Activities-Mining: Business Combinations.” ASC 930-805 states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights.
Acquired mineral rights are considered tangible assets under ASC 930-805. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

When a property reaches the production stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. The Company assesses the carrying costs of the capitalized mineral properties for impairment under ASC 360-10, “Impairment of long-lived assets”, and evaluates the carrying value under ASC 930-360, “Extractive Activities - Mining”, annually. An impairment is recognized when the sum of the expected

undiscounted future cash flows is less than the carrying amount of the mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral properties over its estimated fair value.

When it is determined that a mineral property can be economically developed as a result of establishing reserves, subsequent mine development is capitalized and are amortized using the units of production method over the estimated life of the ore body based on estimated recoverable tonnage in proven and probable reserves. ~~We may never identify proven and probable reserves.~~
~~At the time~~To date, the Company has ~~a revenue stream from a project,~~not established the economically viability of any of our exploration prospects as defined under Regulation S-K, therefore, all exploration costs are expensed as incurred.
Impairment of Long-Lived Assets
The Company ~~will amortize any capitalized balance each quarter. Companies~~reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that have reserves under SEC Industry Guide 7 typically capitalize these costs, and subsequently depreciate or amortize them on a units-of-production basis as reserves are mined. Unlike these other companies, our properties have no reserves and we will depreciate or amortize any capitalized costs based on the ~~most appropriate amortization method, which includes straight-line or units-of-production method over the estimated remaining life~~carrying amount of the ~~mine, as determined by our geologist.~~ As we have no reliable information to compute a units of production methodology, we will amortize our capitalized costs on a straight-line basis over the estimated remaining life of the mine as determined by our geologist. Because of these and other differences, our financial statementsassets may not be ~~comparable to~~fully recoverable. The Company recognizes an impairment loss when the ~~financial statements~~sum of ~~mining companies that have proven~~expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and ~~probable reserves on their properties.~~its book value. The Company did not recognize any impairment during the three months ended September 30, 2022 and 2021.

Reclamation ~~Costs~~and Asset Retirement Obligation

Reclamation obligations (“ARO”) are recognized when incurred and recorded as liabilities at fair value. The liability is accreted over time through periodic charges to accretion expense. The asset retirement cost is capitalized as part of the asset’s carrying value and depreciated over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The reclamation obligation is based on when spending for an existing disturbance will occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation at each mine site in accordance with ~~the provisions of~~ ASC ~~440, “Asset Retirement and Environmental Obligations”, which establishes the standards~~guidance for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.reclamation obligations. No reclamation costs were required for the three months ended September 30, ~~2019.~~2022 and 2021.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. From time to time, 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 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 notes and warrants, a Black Scholes or Monte Carlo model are 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 financial derivatives, the CFA assumes 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.
Leases
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. For the purposes of recognizing ROU assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient to not recognize a ROU asset or lease liability for short-term leases, which are leases with a term of twelve months or less. The lease term is defined as the noncancelable portion of the lease term plus any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted Topic 842 as of July 1, 2019 and at this time the standard will not have a significant impact on our consolidated financial statements until a significant lease agreement is entered.
Warrants
In connection with certain financing, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period.
The Company assessed the classification of its common stock purchase warrants as of the date of each equity offering and determines that such instruments meet the criteria for equity classification, as the settlement terms indicate that the instruments are indexed to the entity’s underlying stock. Warrant and option expense for the three months ended September 30, 2022 and 2021 was $37,699 and $90,633, respectively.
Income Taxes
The Company accounts for income taxes using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. A valuation allowance is recorded when it is more likely than not that deferred tax assets will be unrealizable in future periods. As of September 30, 2022 and June 30, 2022, the Company has recorded a valuation allowance against the full amount of its net deferred tax assets. The inability to foresee taxable income in future years makes it more likely than not that the Company will not realize its recorded deferred tax assets in future periods.
Net Earnings (Loss) Per Share
Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Diluted loss per share excludes all

potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive for the three months ended September 30, 2021. For three months ended September 30, 2022 the calculations of basic and diluted loss per share are presented below.
The potentially dilutive securities consisted of the following for the period ended September 30, 2022:
September 30,
2022
Options to purchase common stock
40,000,000
Warrants to purchase common stock
15,468,816
A reconciliation of the weighted average shares outstanding used in the basic and diluted earnings per share (“EPS”) computation for the three months ended September 30, 2022 is as follows:

Net Income
(Numerator)

Weighted
Average
Common Shares
(Denominator)

Per Share
Amount

For the three months ended September 30, 2022:

Basic EPS

Income available to common stockholders

$          60,598

441,504,203

$   0.00

Diluted EPS

Dilutive shares from options and warrants

                   —

          54,566,642

   0.00

Income available to common stockholders plus assumed conversions

$         60,598

      496,070,845

$ 0.00

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 vested upon date of grant or may vest over a period of six months to a year. The Company accounts for option-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.
The Company has adopted the provisions of FASB ASC 718, “Stock Compensation” (“ASC 718”), which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). New shares of the Company’s common stock are issued for any options exercised.
Share based payments to employees and nonemployees are valued at the earlier or a commitment date or completion of services. The Company had no stock-based compensation for the three-months ended September 30, 2022 and 2021.
Recent Accounting Pronouncements
Recent effective pronouncements issued by the FASB (including its Emerging Issues Task Force, or pronouncements issued but not yet effective, 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 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September 30, ~~2019~~2022 and June 30, ~~2019:~~2022:

September 30,

June 30,

2019

2019

Vehicles
$
20,725

$
20,725

     Small tools

4,882

—

Mining equipment

178,871

4,818

Land, non-mineral

35,000

—

239,478

25,543

Less Accumulated depreciation

(6,670
)

—

$
232,808

$
25,543

September 30,

June 30,

2022

2022

                         Mine equipment

$           146,399

$        146,399

                         General equipment

160,081

160,081

                         Small tools

4,882

4,882

                         Mill site property

175,343

175,343

                         Mill site development costs

35,134

35,134

                         Land

35,000

35,000

                         Office equipment

1,068

-

557,907

556,839

                         Less: accumulated depreciation

(136,143
)

(124,721
)

$           421,764

$        432,118

~~During~~Depreciation and amortization expense on property and equipment and right-of-use asset for the ~~three-month periods~~three months ended September 30, ~~2019~~2022 and ~~2018 the Company recognized depreciation expense of $6,670~~2021 was $11,422 and ~~$0,~~$16,008, respectively.

The Company during the current quarter, began maintenance and repair activities at the Jim Crow mine site along with geological work on the site and related mine ore material. The Company during this quarter purchased the required materials and equipment to perform the required activities under our mine manager. During the quarter our major mining equipment purchases aggregated $174,053. The significant acquisitions were mainly a crusher, generators, wheel loader, conveyors and freight on related heavy equipment purchases. We also purchased a site for a storage yard for our mine inventory for $35,000 and is accessible to our Billali and Jim Crow mines. The property consist of 1.64 acres, has water and electricity to the property, a night security light and security fencing with a truck access gate.

~~NOTE~~Note 4 ~~–MINERAL PROPERTIES~~– MINERAL RIGHTS

The Company has capitalized acquisition costs on mineral properties at September 30, 2022 and June 30, 2022 as follows:

September 30,

June 30,

2019

2019

Alhambra - Blackhawk project
$
3,115,365

$
3,115,365

Billali – Jim Crow Imperial mineral rights project

400,000

200,000

3,515,365

3,315,365

Less Accumulated amortization

—

—

$
3,515,365

$
3,315,365

September 30,

June 30,
2022

2022
Alhambra – Blackhawk project
$
3,115,365

$
3,115,365
Billali – Jim crow Imperial minerals rights

1,175,000

1,100,000

4,290,365

4,215,365
Less: Accumulated amortization

-

  -
Mineral property
$
4,290,365

$
4,215,365

Exploration Status Overview

We have not established that the Alhambra - Blackhawk project or Billali Mine - Jim ~~Crow mine~~Crow/Imperial Mine rights projects contain ~~proven or probably~~mineral reserves, as defined in Regulation S-K 1300. Acquired mineral rights are considered tangible assets under ~~Industry Guide 7. Minimal~~ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. Mining assets include mineral rights. The payments made under the Billali Mine - Jim Crow Mine Agreement are capitalized by the Company and if a revenue stream is attained, of which there can be no assurance, the capitalized balance will be amortized to expense.
We are an exploration ~~activities~~stage company as our properties have ~~commenced~~no mineral reserves disclosed as defined in Regulation S-K 1300. A mineral reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. Because of costs to ~~date and minimal~~attain mineral reserves, it should be noted, we may never exit the exploration ~~costs have been incurred and expensed.~~ stage status.
To date, with respect to the Alhambra - Blackhawk project, the Company has not (i) commenced or adopted plans to conduct any exploration, (ii) prepared drilling plans, proposals, timetables or budgets for exploration work, or (iii) identified engineers and other personnel that will conduct or assist in any exploration work. The Company will need to raise funds to conduct additional exploration work and it currently lacks a firm financing commitment for any exploration activities.

On December 1, 2020, the Company made a joint announcement with Texas Mineral Resources Corp. (“TMRC”), of the execution of a letter agreement to pursue, negotiate and thereafter enter into a definitive joint venture agreement with TMRC to jointly explore and develop a targeted silver property to be selected by TMRC among patented and unpatented mining claims held by Santa Fe Gold within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement is subject to the successful outcome of a multi-phase exploration plan to be undertaken in the near future by TMRC. Under terms of the letter agreement TMRC plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe Gold consisting of geologic

mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. The purpose of the letter agreement was to allow TMRC the ability to enter onto the Company’s property, begin incurring the costs associated with the work necessary to secure a bankable feasible study. The parties may then secure the funding needed to develop and mine the 80 acres that TMRC identifies. TMRC will be responsible for mining operations and will receive 51% of the profits as defined in the definitive agreement, when executed. The Company will receive 49% of the profits.
On July 28, 2022, TMRC issued a press release that updated the successful completion of their geophysical work in the Blackhawk mining district in New Mexico. The related project details that were provided to TMRC by the advanced technology deployed were cost effective and will assist TMRC in developing their next phase in their exploration program on project site.
The Company commenced ~~development of~~exploration work on the Jim Crow mine in late 2019. Work to date has consisted of beginning the upgrading of the surface facilities, rehabilitating the shaft, expanding the hoisting capability and underground ~~development~~excavation and mining preparation on three levels. AEarly in the third quarter of 2020 we commenced initial mining operations in the Jim Crow mine. The Company had our mined ore tested at a nearby smelter that it had used prior to our bankruptcy proceedings and the ore was approved for processing at the smelter. In November the smelter ceased taking all outside ore due to a new certification they were attempting to secure. At that time the Company was currently forced to change its current business plan and look for a favorable mill site to process our mined ore. In January 2020 a purchase option was entered into for a future crushing plant ~~was purchased and installed~~site in Duncan, Arizona. The Company had the right to cancel the Agreement at any time. The Company raised the funds purchase the mill property in Duncan, Arizona ~~in late 2019.~~and the purchase closed on November 9, 2021.

~~Acquired mineral rights~~With three of our mine employees having contacted the COVID-19 virus in the last week of November 2020, we shut the mining operation down and currently the mines and equipment are ~~considered tangible assets~~ under ~~ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as~~a maintenance protocol. With the current COVID -19 situation and the current inability to process the mined ore we anticipate not restarting the mining operation until late in 2022 or in the first quarter of 2023, depending on the ~~acquisition date. Mining assets include mineral rights. The payments made under~~projected completion of our mill operation in Duncan, Arizona.
NOTE 5 – ASSETS HELD FOR SALE
In November 2020 the ~~Billali Mine - Jim Crow Mine Agreement are capitalized~~court awarded various Law’s properties to the Company and in December 2020 the Company was provided good title, free and clear of any encumbrances to them. Law’s residence was levied on pursuant to court order and has been sold by the court and the net proceeds received by the Company ~~and when~~in March 2021. The Company does not anticipate receiving an additional substantial reimbursement of the remaining expenses that were incurred as a ~~revenue stream~~result of Laws malfeasance after the sale of the remaining property received from the court. Assets held for sale at September 30, 2022 is ~~attained~~as follows:
  42 acres of unimproved residential property
$    25,800
Property held for sale is valued at the ~~capitalized balance will amortized.~~estimated net market value after disposition costs.

NOTE 5 –6 - ACCRUED LIABILITIES
Accrued liabilities consist of the following at September 30, ~~2019~~2022 and June 30, ~~2019:~~2022:

September 30,

June 30,

2019

2019

Interest
$
207,442

$
194,318

Vacation

15,771

15,771

Payroll

119,794

124,623

Franchise taxes

8,697

8,697

Other

44,579

29,579

Audit

18,557

18,557

Property taxes

253,523

253,523

$
668,363

$
645,068

September 30,

June 30,

2022

2022

Franchise taxes

$            3,920

$
3,920

Audit fees
22,750

40,000

Merger costs, net
269,986

269,986

Payroll burden
452,212

414,404

Vacation pay
36,014

36,014

Accrued director fees
750,000

675,000

Other
165,500

144,500

Interest
5,720,475

5,545,439

Commodity Supply Agreement finance fees – See NOTE 10
      4,717,077

     5,255,827

$   12,137,934

$ 12,385,090

NOTE 67 - NOTES PAYABLE – ~~NOTES PAYABLE~~
CURRENT MATURITIES
Installment Sales Note
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~~secured by the ~~equipment securing the loan.~~equipment. The balance owed on the ~~note~~installment sales contract was $398,793 at September 30, ~~2019~~2022 and June 30, ~~2019.~~2022, respectively, had accrued interest of $185,172 and $179,409, respectively and interest expense of $5,763, respectively for each of the three months ended September 30, 2022 and 2021. The Company has been unable to make its monthly payments since November 2013 and has been in default since that time. The installment sales contract is due and in default at September 30, 2022 and June 30, 2022. The equipment has been returned to the vendor for sale, and the equipment remains ~~unsold~~unsold.
Tyhee Merger Agreement
In conjunction with the Merger Agreement, Tyhee Gold Corp. (“Tyhee”) and the Company entered into a Bridge Loan Agreement (“Bridge Loan”), 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 $1,745,092 under the Bridge Loan as of June 30, 2014. The Bridge Loan bears an annual interest rate of 24%. At that time the Company and Tyhee were 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 and Tyhee’s allocation of the proceeds from the Bridge Loan. The Company recorded merger expenses that are due to Tyhee of $269,986 and is included in accrued liabilities at September 30, ~~2019.~~2022 and June 30, 2022. This amount is net of a break fee of $300,000 due to the Company from Tyhee. Accrued interest on note at September 30, 2022 and June 30, 2022 is $3,518,515 and $3,412,949, respectively, and was in default. In December 2016, the court-administered trust paid $91,788 to Tyhee and this amount was applied against the accrued interest on the Bridge Loan. The trust payment was recorded as a gain on trust debt forgiveness. Interest expense for the three months ended September 30, ~~2019~~2022 and ~~2018~~2021 was ~~$5,733,~~$105,566, respectively. ~~Accrued interest on~~Tyhee Gold Corp. is no longer in existence and the ~~note at September 30, 2019~~Company is in process of having a litigation firm in British Columbia to have the debt judicially extinguished under British Columbia law, where the agreement is governed, and ~~June 30, 2019 was $116,351 and $110,618, respectively.~~in accordance FASB ASC 405-20-40-1(b) which states that “a liability has been extinguished if the debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor.”

~~Note~~Notes Payable

An individual during ~~the prior~~our fiscal year 2019 loaned the Company $239,750 of which the Company paid back ~~$40,000 during~~$130,000 through our fiscal year ended June 30, 2021, and in our fiscal year ended June 30, 2021 and received an additional $18,000 loaned to the Company in that current fiscal ~~year and $40,000 was paid back during the current quarter.~~year. The loan is at an annual interest rate of 6%, has no stated due date and is payable on demand by the lender. Accrued interest on the loan at September 30, ~~2019~~2022 and June 30, ~~2019~~2022 is $30,600 and $29,091, respectively. During the period ended September 30, 2021, the Company made a $10,000 principal payment on the note and reversed the $18,000 unauthorized payment of costs on behalf of the Company. Balance of the loan at September 30, 2022 and June 30, 2022 was ~~$10,531 and $7,793,~~$99,750, respectively. Interest expense on the loan for the three months ended September 30, ~~2019~~2022 and ~~2018~~2021 is ~~$2,738~~$1,509 and ~~$0,~~$1,781, respectively.

The following summarizes notes payable:

September 30,

June 30,

2019

2019
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
Note payable

159,750

199,750
Notes payable - current
$
558,543

$
598,543
~~NOTE 7 – FAIR VALUE MEASUREMENTS~~A shareholder in April 2022, loaned the Company $100,000 at an annual interest rate of 12% and the note has a six-month maturity. The proceeds were used for working capital requirements. In conjunction with the loan, the Company granted 2,000,000 six-month vested stock options with a strike price of $0.05 per share. Accrued interest on the loan at September 30, 2022 and June 30, 2022 was $5,195 and $2,170, respectively. Interest expense on the loan for the three months ended September 30, 2022 was $3,025.

The following summarizes notes payable:

September 30,

June 30,

2022

2022

Installment sales note in 48 monthly installments of $13,874, including interest through July 16, 2016
$
398,793

$
398,793

Unsecured bridge loan notes 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

Current portion of Paycheck Protection Program Loans
9,036

-

Note payable, interest at 6%
99,750

99,750

Note payable, 12%
100,000

100,000

$
2,352,671

$
2,343,635

NOTE 8 – COMPLETION GUARANTEE PAYABLE
At June 30, 2012, the Company ~~follows paragraph 825-10-50-10~~calculated the completion guarantee payable provided by Amendment 1 under the Gold Stream Agreement with Sandstorm. Based upon the provisions of the ~~FASB Accounting Standards Codification for disclosures about fair value~~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 unaccredited liability totaled $3,359,873 at September 30, 2022 and at June 30, 2022. Interest of ~~its financial instruments~~$44,098 was expensed during the three months ended September 30, 2022 and ~~paragraph 820-10-35-37~~2021, respectively. Accrued interest at September 30, 2022 and June 30, 2022 was $1,808,027 and $1,763,929, respectively.
NOTE 9 – NON-CURRENT NOTES PAYABLE
Notes Payable
During the quarter ended December 31, 2021, a shareholder made two secured loans of $200,000 each, with an annual interest rate of 10% and, note maturity dates of two years from the date of the ~~FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure~~notes. Interest is due and payable on 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 liabilitiesannual anniversary dates 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.~~
~~Lev~~e~~l 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 inputprincipal is ~~unobservable. A slight change in unobservable inputs such as volatility can significantly have a significant impact~~due on the ~~fair value measurement~~maturity date of the ~~derivatives liabilities.~~notes. The note holder loans are secured by the Duncan, Arizona mill property. Accrued interest on the notes at September 30, 2022 and June 30, 2022 is $36,657 and $26,575, respectively. Interest expense on these notes for the three months ended September 30, 2022 is $10,082. In conjunction with each note issuance, the Company granted 4,000,000 two-year vested stock options with a strike price of $0.05 per share.
Paycheck Protection Program Loans
During the quarter ending June 30, 2020, the Company entered into a Promissory Notes (the “PPP Notes”) with Bank of Oklahoma as the lender (the “Lender”), pursuant to which the Lender agreed to make the loans to the Company under the Paycheck Protection Program (the "PPP Loan") offered by the U.S. Small Business Administration (the “SBA”) in a principal amount of $224,700 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).

The ~~fair value hierarchy gives the highest priority~~PPP Loan proceeds are available to ~~quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs~~be used to ~~measure the financial assets~~pay for payroll costs, including salaries, other similar compensation, group health care benefits, and ~~liabilities fall within more than one level described above, the categorization is based~~paid leaves; rent; utilities; and interest on ~~the lowest level input~~certain other outstanding debt. The amount that ~~is significant~~will be forgiven will be calculated in part with reference to the ~~fair value measurement~~Company’s full time headcount during the twenty-four week covered period, as adjusted for current regulation updates, following the funding of the ~~instrument.~~PPP Loan.
During our fiscal year 2021 we received two loans in the second round of the PPP loan program in the principal amount of $109,520.

The ~~carrying amounts~~PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. Any amount that will be forgiven will be calculated in part with reference to the Company’s fulltime headcount during the twenty-four-week covered period. Under the new regulations for the second draw, at least 60% of the ~~Company’s financial assets~~proceeds must be spent on payroll costs.
The interest rate on the PPP Note is a fixed rate of 1% per annum. To the extent that the amounts owed under the PPP Loans, or a portion of them, are not forgiven, the Company will be required to make principal and ~~liabilities, such as cash~~interest payments. Currently, the deferral period for payments of principal and ~~accounts payable approximate their fair values because~~interest is 10 months from the end of the ~~short~~covered period. A loan forgiveness application must be submitted to the lender within the 10 months after the 24-week covered period. The Company will not have to begin principal and interest payments before the date on which the SBA remits the loan forgiveness amount to the lender.
Under current regulations, any monthly installments would begin approximately seventeen months from March 20, 2021. The PPP Notes have a maturity dates of ~~these instruments.~~five years from their effective note date. The PPP Note includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note.
The following summarizes non-current debt at September 30, 2022 and June 30, 2022:

September 30,

June 30,

2022

2022

Notes payable
$
400,000

$
400,000

Loans payable to bank under the Paycheck Protection Program

100,484

109,520

Accrued interest on Paycheck Protection Program Loans
1,392

1,266

$
501,876

$
510,786

NOTE ~~8 –~~10 - CONTINGENCIES AND COMMITMENTS

~~Billali~~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 continues 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 Gold Stream Agreement for the life of the mine. The Company purchases and ~~Jim Crow/Imperial Mines Project~~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 unaccredited balance of the original $4,000,000 upfront deposit. See NOTE 8 - COMPLETION GUARANTEE 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, 2022 and at June 30,2022 of 3,709 ounces of undelivered gold valued at approximately $4,717,077 and $5,255,827 respectively, presented in accrued liabilities on the balance sheet, net of the Fixed Price of $400 per ounce. 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.
Mineral Property Rights

The Company determined the ~~Agreement~~agreement on the Billali and Jim Crow/Imperial mines is ~~effectively~~ a Right Of Use (“ROU”) asset lease and is cancellable at any time by the Company. There are no interest charges provided for in the Agreement.
Costs of ~~mineral lease renewals,~~ exploration, mine development, and carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration and development costs as incurred as ~~it is still~~we are in the exploration stage. If the Company identifies ~~proven and probable~~mineral reserves under Regulation S-K 1300, in its investigation of its properties and ~~upon development~~in the opinion of ~~a plan for operating a mine, it~~the qualified person, can be the basis of an economically viable project, we would enter the development stage and capitalize future costs until production is established. The Company ~~can cancel~~will capitalize the payments under the Agreement as made. At the time the Company has a revenue stream from this project, the Company will amortize the capitalized payment balance each quarter. Companies that have mineral reserves under Regulation S-K 1300 typically capitalize these costs, and subsequently depreciate or amortize them on a units-of-production basis as reserves are mined. Unlike these other companies, on our properties that have no reserves we will depreciate or amortize any capitalized costs based on the most appropriate amortization method, which includes straight-line or units-of-production method over the estimated life of the mine, as determined by our geologist. As we have no reliable information to compute a units of production methodology, we will amortize our capitalized costs on a straight-line basis over the estimated remaining mine life.
Based upon the terms of the ROU agreement, the Company does not have ownership of the properties and the ROU agreement provides for ownership transfer upon completion of all payments. The Company has the right to terminate the agreement at any time by written notice to the seller. Upon such termination by the Company, all right, title and interest of the Company under the ROU agreement will terminate with respect to the mines and water lease. The Company would be relieved of all further obligations as ~~detailed~~set forth in the ~~Agreement.~~ROU agreement except for any obligations which accrued prior to such termination. Upon such termination, the Company may not make any claims as to the right to reimbursement, set-off, other payment or other return of value paid by the Company for any improvements and any capitalized cost that has not been amortized on the Company’s books, would be written off to expense.

As of September 30, ~~2019,~~2022, the Company has not established ~~the commercial feasibility of~~mineral reserves on any of our exploration projects; therefore, all exploration costs are being expensed. InDuring the three months ended September 30, ~~2019,~~2022, we ~~paid and~~ capitalized ~~$200,000~~payments of $75,000 under the Agreement. ~~Acquired~~
It should also be noted, that the Company may never exit the exploration stage company status due to the costs of determining mineral ~~rights are considered tangible assets~~reserves under ~~ASC 930-805. As a result, the direct~~regulation S-K 1300.

~~costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims~~

Payments under Amendment Five of the ~~Amended~~ Agreement ~~No. 4 dated effective October 7, 2020,~~ on the Billali and Jim Crow/Imperial ~~project~~mines are estimated as follows:

~~The Total Purchase Price of $10,000,000 will be paid as follows:~~
(i)~~Six Hundred Thousand Dollars ($600,000) has been paid by Buyer to Seller as of the date of this   Amendment.~~
(ii)Commencing November 1, 2020 and continuing on the first day of each subsequent month thereafter, a monthly payment of $25,000 will be paid until (A) the mill processing plant to create concentrate is in operation and (B) we received our first payment for shipment of such concentrate from the mill (satisfaction of these two items is referred to as “Milestone”). Upon satisfaction of this Milestone and commencing on the first day of the following month and continuing the first day of each subsequent month thereafter, Buyer will pay to Seller the sum of Fifty Thousand Dollars ($50,000) until a total of One Million Six Hundred Thousand Dollars ($1,600,000 is paid.
(iii)Commencing 30 days after the last payment in (ii) above and continuing with 48 subsequent payments every 30 days thereafter, Buyer will pay to Seller the sum of One Hundred Seventy-Five Thousand Dollars ($175,000.00) per period.
(iv)~~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.~~
Fiscal years ending June 30:

Prior year payments to 6/30/2022

$   1,100,000
2023

300,000
2024

900,000
2025

2,100,000
2026

2,100,000
2027

2,100,000
2028

1,400,000
        Total lease payments

$ 10,000,000

Office and Real Property Leases

~~On August 1, 2015, the Company moved the~~The Company’s office toconsists of a single room located in Albuquerque, NM, at the home of the former CFO for a monthly rent of ~~$500 until the~~$550. The Company ~~is required to lease increased~~rented a new office space ~~due to additional personnel requirements. Rent~~in July 2021 with a current rental cost per month $175 as the official Company address. Rental expense ~~totaled $1,500~~ for the three months ended September 30, ~~2019~~2022 and ~~2018,~~2021 was $1,975 and $1,863, 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.

NOTE 9 11 - ~~STOCKHOLDERS'~~STOCKHOLDERS’ DEFICIT
The Company’s Common Stock was Deregistered and Trading was Halted
In July of 2020, the Company received notice from the SEC that it was seeking to deregister the Company’s common stock pursuant to Section 12(j), based on the Company’s failure to file periodic reports with the Commission and otherwise provide current information to the market. This failure was based in large part from the need to restate its financial statements and the need to find and engage a PCAOB auditor who was willing to conduct and provide the required audits amid the SEC and DOJ’s investigations. Although we were able to secure a qualified auditor, we were not able to make our filings quickly enough and by the time they were completed, the Commission had already sent a notice under Section 12(k). The Commission takes a hardline position in these situations such that once they have instituted deregistration proceedings, the only options available to the Company were to litigate or settle and consent to the deregistration of the Company’s common stock. Historically, registrants have not been successful in litigating with the Commission over Section 12(j) matters and therefore the Company determined that the best course of action was to consent to deregistration of its common stock and then file a new registration statement on Form 10-12G. On December 17, 2020, the SEC order suspending trading went into effect. At this time, the Company has signed a settlement agreement with the SEC with respect to the registration of its common stock in response to the Commission’s institution of deregistration proceedings under Section 12(j), it is re-registering the same under Section 12(g) by way of filing a Form 10-12G.
The Company filed our Form 10-12G Registration Statement with the SEC and on August 4, 2022 the SEC declared the Form 10-12G Registration Statement effective. The Company submitted the application to the Over-The-Counter Markets Group (the “OTC”) to trade on OTC-QB tier. Upon going through the initial OTC approval process, they requested the Company submit our Form 211 to the Financial Industry Regulatory Authority (“FINRA”) for their review and approval. Upon receiving approval by FINRA we will then resubmit our application to the OTC for their approval and trade on one of their platforms. The Company’s complete and current effective Form 10-12G meets the information requirements required by Form 15c2-11. Until we have provided any required addition requested information and documentation required to FINRA and their approval of our Form 211 filing and the subsequent approval or our filing with the OTC, there will not be a publicly quoted market for our stock.
One of the consequences of having our common stock deregistered and submitting our forms with FINRA is that we are required to have a market maker sponsor and submit an updated/new Form 15c-211 as will be requested by FINRA. We are currently seeking to select a market maker to sponsor our Form 15c-211 filing with FINRA. Until FINRA has accepted our filing and we have provided all of the information and documentation required, there will not be a publicly quoted market for our stock. There can be no assurances that the market maker we select will agree to sponsor us or if they are not, that we will be successful in finding a market maker that is willing to sponsor us with FINRA or that we will be able to satisfy FINRA’s information and documentation requirements in a timely manner or at all. Any delay or failure in securing sponsorship from a market maker or in satisfying FINRA’s requirements would result in our shareholders not having a public market to sell their shares. Further, it would make it more difficult for the Company to obtain the financing it requires.

Common Stock Transactions

For the three months ended September 30, ~~2019:~~2022, the Company:

(i)
~~Issued 181,466~~Accepted a subscription for an aggregate of 2,000,000 shares of restricted common stock ~~for consulting services at a value of $15,279 on the date of issuance;~~
~~(ii)~~
~~Issued~~from an ~~aggregate of 12,285,714 shares of restricted common stock to~~ accredited ~~investors~~investor for cash proceeds of ~~$860,000.~~$100,000 .

~~Stock~~ Warrants

During the three months ended September 30, ~~2019,~~2022, the Company issued ~~no new~~1,000,000 three-year warrants ~~and no~~at a strike price of $0.05 as part of the private placement to an accredited investor. The Black-Sholes fair value of the issued warrants ~~expired.~~
~~Stock Options~~
~~During~~for the three months ended September 30, ~~2019,~~2022 is $37,699.
During the ~~Company granted~~three months ended September 30, 2022, 1,541,667 expired.
Options
During the three months ended September 30, 2022 no ~~new~~options were granted.
The Black-Scholes option-pricing model was used to estimate the fair value of the options and ~~no options expired.~~warrants with the following weighted-average assumptions for the periods ending September 30, 2022 and 2021 were as follows:

September 30,
2022

September 30,
2021

Risk-free interest rate

4.12
%
0.35% - 0.43
%
Expected volatility

129.59
%
114.45 – 119.78
%
Expected life (years)

3

3

Expected dividend yield

0
%
0
%
Stock option and warrant activity for the three months ended September 30, ~~2019,~~2022 are as follows:

Stock Options
Stock Warrants

Stock Options

Stock Warrants

Weighted

Weighted

Weighted

Weighted
��

Average

Exercise

Average

Average

Shares
Price
Shares
Price

Number of

Exercise

Number of

Exercise

Outstanding at June 30, 2019
30,100,000
$0.05
100,000
$0.15

Shares

Price

Shares

Price

Outstanding at June 30, 2022

40,000,000

$ 0.05

16,010,483

$ 0.056

Granted
—
—
—
—

—

—

1,000,000

0.05

Canceled
—
—
—
—

—

—

—

—

Expired
—
—
—
—

—

—

(1,541,667
)

(0.067
)
Exercised
—
—
—
—

             —

—

             —

—

Outstanding at September 30, 2019
30,100,000
$0.05
100,000
$0.15
Outstanding at September 30, 2022

40,000,000

$ 0.05

15,468,816

$0.055

Stock options and warrants outstanding and exercisable at September 30, ~~2019~~2022, 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

$0.07

100,000

100,000

.26

$
0.07

$
0.15

100,000

100,000

3.21

$
0.15

$0.05

30,000,000

30,000,000

4.47

$
0.05

—

—

—

—

—

30,100,000

30,100,000

100,000

100,000

Outstanding Options

4.46

$
0.05

Outstanding Warrants

3.21

$
0.15

Exercisable Options

4.46

$
0.05

Exercisable Warrants

3.21

$
0.15

Outstanding and Exercisable Options

Outstanding and Exercisable Warrants

Weighted

Weighted

Average

Average

Contractual

Contractual

Weighted

Exercise

Remaining

Exercise

Remaining

Average

Price

Outstanding

Exercisable

Life

Price

Outstanding

Exercisable

Life

Excise

Range

Number

Number

(in Years)

Range

Number

Number

(in Years)

Price

$0.05

40,000,000

40,000,000

1.32

$0.05

10,877,149

10,877,149

1.23

-

-

$0.06

3,416,667

3,416,667

0.41

-

-

$0.07

975,000

975,000

0.74

             —

             -

$0.15

    200,000

    200,000

1.55

40,000,000

40,000,000

15,468,816

15,468,816

Outstanding Options

1.32

Outstanding Warrants

1.02

$0.055

Exercisable Options

1.32

Exercisable Warrants

1.02

$0.055

As of September 30, ~~2019,~~2022, the aggregate intrinsic value of all stock options and warrants vested and expected to vest was ~~$992,300.~~$498,596 and the aggregate intrinsic value of currently exercisable stock options and warrants was $498,596. The intrinsic value of each option or warrant share is the difference between the fair market value of the common stock and the exercise price of such option or warrant share to the extent it is "in-the-money". Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the quarter and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the ~~$0.083~~$0.0598 closing stock price of the common stock on December 17, 2020 when the stock was delisted. The total number of in-the-money options and warrants vested and exercisable as of September 30, ~~2019.~~2022 was 55,468,816.

The total intrinsic value associated with options exercised during the three months ended September 30, ~~2019,~~2022 was $0. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option or warrant holder to exercise the options.
The total grant-date fair value of option and warrant shares vested during the three months ended September 30, 2022 was $37,699.
NOTE 12 - INCOME TAXES
The Company has had no income tax expense or benefit since July 1, 1997, because of operating losses. Deferred tax assets and liabilities are determined based on the estimated future tax effect of differences between the financial statement and tax reporting basis of assets and liabilities, as well as for net operating loss carry forwards, given the provisions of existing tax laws. The Company files income tax returns in the U.S. and state jurisdictions and there are open statutes of limitations for taxing authorities to audit the Company’s tax returns from fiscal year ended June 30, 2022.
The approximate income tax benefit is computed by applying the current revised U.S. federal income tax rate of 21% to net income (loss) before taxes for the fiscal years ended on and after June 30, 2019 and for prior tax years at the revised tax rate of 21%. New Mexico revised their tax rate to 6.2 % for 2017 and 5.9 % in 2019. The approximate income tax benefit is computed by applying the current revised New Mexico tax rate of 5.9% to net income (loss) before taxes for the fiscal year ended June 30, 2021, and the 5.9% rate to the prior four-year periods of net income or (loss).
In assessing the realizability of estimated deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Due to the Company’s history of losses, the deferred tax assets are fully offset by a valuation allowance as of September 30, 2022 and June 30, 2022.
NOTE 13 – RELATED PARTY TRANSACTIONS
Since August 2015, the Company has leased a home work space from Mr. Mueller for $550 a month for the corporate administrative functions in Albuquerque, NM. In mid-July 2021, the Company rented a small office space at 2325 San Pedro NE, Albuquerque, NM for $125 a month and currently at $175 per month as the Company address. Rental expense was $2,175 and $1,963 for three months ended September 30, 2022 and 2021, respectively.

Since July 2019, Nataliia Mueller, wife of Mr. Mueller, has been paid an annual wage of $60,000. Currently she is the assistant to the current CFO, and functions in the areas of purchasing, payroll and accounts payable.
Misappropriated Funds andEntry into a Material Definitive Agreement
A former 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 professional costs including legal, auditing, forensic accounting and related filing costs related to this event have been added to the amounts owed by Mr. Laws. At the time of filing this report, we have determined costs associated with Mr. Laws action currently aggregates approximately $1,651,263. We have collected $990,632 in cash and properties held for sale with an estimated net market value of $25,800 as of the date of filing of this Form 10-Q.
As of the filing of this report, Mr. Laws has plead guilty to various charges brought against him by the U. S. District Attorney for the District of New Mexico, which include the Company’s allegations. Mr. Laws currently has been sentenced on the charges which he plead, to 81 months in prison. Currently he is serving that sentence. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court. In November 2020 the court awarded various Law’s properties to the Company and in December 2020 the Company was provided good title, free and clear of any encumbrances to them. Law’s residence was levied on pursuant to court order and has been sold by the court and the net proceeds received by the Company in March 2021. The Company does not anticipate receiving an additional substantial reimbursement of the remaining expenses that were incurred as a result of Laws malfeasance after the sale of the remaining property received from the court.
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 ~~10 – 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. Rent expense for the three months ended September 30, 2019 and 2018 was $1,500 respectively.
~~The board authorized on June 16, 2016, the hiring of Nataliia Mueller, wife of the Company’s CFO, with a current annual wage of $60,000 as an assistant to the CFO.~~
During the fiscal year ended June 30, 2019, the CFO for the Company loaned the Company $10,000 and deferred net salary aggregating $51,848 into a note at 6% per annum and during the quarter ended September 30, 2019, loaned an additional $10,000. Accrued interest on the note at September 30, 2019 and June 30, 2019, was $2,680 and $1,650, respectively. Interest expense on the note for the three months ended September 30, 2019 and 2018 was $1,029 and $0, respectively. The loan has no stated due date and is payable on demand by the lender. ~~The combined loan and interest balance at September 30, 2019 and June 30, 2019 was $74,528 and $63,499, respectively.~~
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 11~~14 – LEGAL PROCEEDINGS

All legal proceedings were stayed with the filing of Chapter 11 bankruptcy.
Boart ~~Long year~~Longyear 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. Accrued interest on the obligation at September 30, ~~2019~~2022 and June 30, ~~2019~~2022 was ~~$30,436~~$55,419 and ~~$28,339~~$53,322 respectively. Interest on the obligation for the three months ended September 30, ~~2019~~2022 and ~~2018~~2021 was $2,097, 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. ~~During the three months ended September 30, 2019 and 2018, Company interest on the obligation was $2,554, respectively.~~ Accrued interest on the obligation at September 30, ~~2019~~2022 and June 30, ~~2019~~2022 was ~~$50,125~~$80,548 and ~~$47,571,~~$77,994, respectively. Interest on the obligation for the three months ended September 30, 2022 and 2021 was $2,554 respectively.

With the completion of the bankruptcy in June 2016, all pending legal actions were reinstated and debts at the time of the bankruptcy are currently due and in default, but none of the then existing litigation has to date resulted in subsequent legal proceedings. There can be no assurance that subsequent legal proceedings will not materialize. After the dismissal of the bankruptcy case, the Company had limited assets, but remained liable for all commitments and debts that then were outstanding. Santa Fe Gold Barbados, The Lordsburg Mining Company and AZCO are subsidiaries of the Company with nominal assets and all of their commitments, debts and legal proceedings remain. The bankruptcy court set up a ~~Trust~~trust fund ~~that will be~~ funded by the activities of the Summit mine (main asset sold in bankruptcy proceedings) for five ~~(5)~~ years ~~after~~from reopening of the mine and the trust funds will be distributed by an independent trustee to ~~all credit holders~~certain unsecured creditors of record.
As disclosed in the Company’s Form 8-K filed on ~~record. Currently all debts at the time~~October 1, 2018, a director and former chief executive officer of the ~~bankruptcy are currently due and in default. None of the claims have been reopened since June 2016.~~
~~In November 2017, the~~ Company, Mr. Thomas H. Laws, entered into ~~substantially identical agreements with Fortune Graphite, Inc.~~a secured promissory note 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. The Company owes the sellers Can$140,000 and 10,000,000 shares of Company common stock. To date, the Company has paid Can$260,000. The Company owes the sellers Can$140,000 and 10,000,000 shares of Company common stock. Based upon our subsequent scrutiny and analysis of the transaction, the Company in February 2019 initiated an arbitration proceeding against the seller to void and rescind the purchase of these British Columbia properties, including requesting additional remedies. The Company cannot predict the outcome of this arbitration, and there can be no assurance that the Company will not lose its interest in these claims, or owe seller the remaining outstanding amounts. In connection with this arbitration, the Company’s legal position is to void the transaction and, due to the uncertainty of the outcome, has provided an impairment of the amount at June 30, 2019,security agreement in the ~~amount of $210,116.~~
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 for misappropriation of Company funds, 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 theprincipal amount of $930,000 ~~against Mr.~~in favor of the Company on September 19, 2018, bearing interest at the annual rate of 4% and ~~Mrs. Laws, in addition~~maturing on September 30, 2018 (“Secured Promissory

Note”). The Company requested the former chief executive to execute the Secured Promissory Note and security agreement as a ~~request~~result of the matters discussed below prior to ~~foreclose on~~ the ~~assets pledged to us located in Grant County, New Mexico.~~ completion of the special committee investigation. The security interests included 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 professional costs including legal, auditing, forensic accounting and related filing costs related to this event have been added to the amounts owed by Mr. Laws. AtAs of the ~~time~~filing of ~~filing~~ this report, we have determined that the costs associated with Mr. Laws action currently ~~aggregates~~aggregate to approximately $1,651,263 including legal charges and forensic accounting, of which we have collected ~~$485,966~~$990,632 in cash and properties with an estimated net market value of $25,800 as of the date of filing of this ~~report.~~Form 10-Q.

As of the filing of this report, Mr. Laws has ~~pleaded~~plead guilty to various charges brought against him by the U. S. District Attorney for the District of New Mexico, , which include the ~~Company~~Company’s allegations. Mr. Laws is currently ~~awaiting sentencing~~has been sentenced on the ~~pleaded~~charges which he plead, to ~~charges.~~81 months in prison. Currently he is serving that sentence. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court. In November 2020 the court awarded various Law’s properties to the Company and in December 2020 the Company was provided good title, free and clear of any encumbrances to them. Law’s residence was levied on pursuant to court order and has been sold by the court and the net proceeds received by the Company in March 2021. The Company does not anticipate receiving aan additional substantial reimbursement of the remaining expenses that were incurred as a result of Laws ~~costs.~~
~~The Department~~malfeasance after the sale of ~~Justice (“DOJ”) and~~ the ~~U.S. Securities and Exchange Commission (“SEC”) have each initiated investigation’s into the Company and certain other individuals, resulting~~remaining property received 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.
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.court.

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, 2019, 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 15 – SUBSEQUENT EVENTS
Acquisition of Processing Mill
The Company is currently in process of acquiring a mill operation for its head ore to located on its property in Duncan, Arizona. The seller of the mill has disassembled the mill in Kellogg, Idaho and relocated the mill to the Duncan, Arizona site. Currently all associated costs of the mill and its relocation are being accumulated and finalized by the seller. At this time there are no agreements between the seller and the Company as to terms and sales price of the delivered disassembled mill and such price is anticipated to be negotiated and determined when funding is obtained by the Company to acquire and reconstruct the mill.

~~NOTE 12 – SUBSEQUENT EVENTS~~

~~Recent Issuances~~
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended June 30, 2022. The following management discussion and analysis of ~~Unregistered~~our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes which are included in Item 1 of this Quarterly Report on Form 10-Q, and with our audited financial statements and the “Risk Factors” section included in our Form 10-K for our fiscal year ended June 30, 2022, filed with the U.S. Securities and Exchange Commission (“SEC”) on October 13, 2022.

Forward-Looking Statements
In addition to historical financial information, the ~~period~~following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Statement on Forward-Looking Statements” on page F-4 of this Form 10-Q. Our results and the timing of selected events may differ materially from ~~October 1, 2019 through October 14, 2020,~~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, 2022. This Form 10-Q contains forward-looking statements, many assuming that the Company ~~sold~~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
Overview
We are an ~~aggregate~~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.
Basis of ~~24,107,143 restricted shares~~Presentation and Going Concern
The following discussion and analysis of ~~common stock~~our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and supplementary data referred to ~~nine existing accredited investors for cash proceeds $1,482,500. During~~in this ~~period~~Form 10-Q. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. If the Company ~~sold~~becomes unable to continue as a going concern, it may be unable to realize the carrying value of its assets or to meet its liabilities as they become due.
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 ~~aggregate of 6,642,858 restricted shares of common stock~~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 ~~chairman~~Company.
Exploration Stage Company
We are considered an exploration stage company, as defined in S-K 1300. The Company has not demonstrated the existence of mineral reserves at any of our properties. Under Regulation S-K 1300, the SEC defines a “mineral reserve” as “an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the ~~board~~qualified person, can be the basis of an economically viable project.” To have mineral resources, there must be reasonable prospects for ~~cash proceeds $375,000.~~economic extraction. Per the SEC, “probable mineral reserves” are the economically mineable part of an indicated and, in some cases, a measured mineral resource and “proven mineral reserves” can only result from measured mineral resources. Mineral reserves cannot be considered proven or probable unless and until they are supported by a preliminary feasibility study or feasibility study, indicating that the mineral reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable. We have not completed a preliminary feasibility study or feasibility study with regard to any of our properties to date. We do not anticipate leaving exploration stage company for the foreseeable future. Under S-K we will not exit the exploration stage until such time, if ever, that we demonstrate the existence of proven or probable mineral reserves that meet the guidelines under S-K 1300. When we begin extracting material from our properties, we will remain an exploration company under S-K 1300 guidelines.

InBecause we have no reserves, we have and will continue to expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We also expense our reclamation and remediation costs at the ~~period from March 2020 through October 14, 2020,~~time the ~~Company issued warrants~~obligation is incurred.  Companies that have reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as reserves are mined, with the resulting depletion charge allocated to ~~existing accredited investors aggregating 6,541,667,~~inventory, and ~~2,250,000 warrants~~then to cost of sales as the inventory is sold.  As a result of these and other differences, our financial statements will not be comparable to the ~~chairman~~financial statements of mining companies that have established reserves and have exited the ~~board that were attached to restricted stock purchases. The warrants were vested at issuance, have a two or three-year life~~exploration stage.
Operating Results for the Three Months Ended September 30, 2022 and ~~an exercise price of $0.05 to $0.07 per share.~~2021
Revenues

During the ~~period from October 1, 2019 through October 14, 2020,~~three months ended September 30, 2022 and 2021, the Company ~~issued 797,517~~had no revenue in the periods of measurement.
Operating Costs and Expenses
Our operating expenses incurred in three months ended September 30, 2022, decreased $59,005 from $366,221 in the three months ended September 30, 2021, to $307,216 for the current period of measurement. The decreases in operating expenses in the current period of measurement is attributable to decreased exploration and mine related costs of $12,385 and decreased general and administrative of $46,620.
The decrease in exploration and mine related costs is mainly a decrease in amortization expense of $4,568, a decrease in BLM claim fees of $6,000 and other mine costs of $1,817. The decrease in general and administrative of $46,620 mainly consisted in decreases in the following: legal fees of $11,634 and costs attributable to granted warrants and options of $52,933. These decreases were offset mainly by increases in the following areas: audit fees of $8,875; corporate filing fees of $5,090 and medical insurance of $1,733.

Other Income (Expense)
Other income for the three months ended September 30, 2022, was $367,814 as compared to a loss of ($87,227) for three months ended September 30, 2021, an increase in other income of $455,041. The net increase in other income for the current period of measurement is mainly comprised increases of the following income components: miscellaneous income of $172; recovery associated with misappropriated funds of $4,579; decrease in financing costs on commodity supply agreements of $463,269. These income items were offset by an increase in interest expense of $12,979. The increased interest expense are a result of increased notes payable in our current fiscal period of measurement. The financing costs for the commodity supply agreement relate directly to production and the subsequent undelivered refined precious metals due Sandstorm and Waterton for the period prior to the Company bankruptcy. The current period of measurement only includes Sandstorm as the Waterton financing costs – commodity supply agreement liability that remained on the books after the bankruptcy and the Agreement was terminated in the asset sale to Waterton on February 26, 2016. The remaining liability is adjusted period-to-period based upon the total number of undelivered gold and silver ounces outstanding at the end Agreement. The decrease in financing costs in computation for the current period of measurement is driven by a decrease in precious metals prices at of the period of measurement.
Liquidity and Capital Resources
Below presents summary financial information at periods presented in this Form 10-Q filing.

September 30,

June 30,

2022

2022

Working capital deficit

$
(21,570,993)

$
(21,872,755)

Stockholder deficit

$
(17,334,815)

$
(117,533,112)

Current comparable period net income (loss)

$
60,598

$
(453,448)

On August 26, 2015, Santa Fe filed for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) in Delaware. With the dismissal of our bankruptcy case in June 15, 2016, all assets of the Company were sold. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.
To continue as a going concern, the Company is dependent on continued capital financing for project development, repayment of various debt facilities and payment of current operating expenses until the Company has constructed its mill operation and implemented ore production at our mine sites 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.
As of the periods presented in this Form 10-Q filing, the Company was in default debt facility payments, accounts payable and accrued liabilities related to pre-bankruptcy obligations as follows:

September 30,

June 30,

2022

2022
Accounts payable and other accrued liabilities

$
3,669,213

$
3,663,249
Amounts due Sandstorm under the Gold Stream Agreement

$
9,884,977

$
10,379,629
Notes payable and accrued interest

$
5,847,572

$
5,736,243
Cash Used in Operating Activities
Net cash used in operational activities for the three months ended September 30, 2022 and 2021 was $155.2 thousand and $186.5 thousand, respectively. The net decrease in cash used in the current period of operations was a decrease in our loss of $514,046 for the three months ended September 30, 2022. This decrease was offset mainly by the decrease in the non-cash finance charge on the commodity supply agreement of $463,269 in the current period. Additionally, during the three months ended September 30, 2022, here was a net increase of $38,897 in operating assets and liabilities offset net loss decrease. In addition, warrant/option expense decreased $52,394 and depreciation and amortization costs decreased $4,386 during the three months ended September 30, 2022 to offset the loss decrease.
Cash Provided from Investing Activities
The net increase in cash provided in the three months ended September 30, 2022, is mainly net sales proceeds from the sale of property received in the Tom Laws litigation of $176,078 and this current period increase was offset by sale proceeds of land of $37,478 that was received in the Tom Laws litigation in the three months ended September 30, 2021.

Cash Provided from Financing Activities
Cash provided from financing activity for the three months ended September 30, 2022 consisted of a purchase of restricted shares of common stock for ~~consulting services~~$100,000 as compared to purchases of restricted shares of common stock for $208,500 for the three months ended September 30, 2021.
We currently do not have sufficient capital to fund operations through our fiscal year ending June 30, 2023 and will need to raise additional funding to implement our current business strategy and projects in the planning stage. Currently, there can be no assurance of any revenue from our mine sites until we build our processing mill site in Duncan, Arizona. Ore that has been produced prior to the COVID-19 shut down is being inventoried for future processing at the future mill site. Even if we are successful in developing any of our properties, we expect to incur operating losses for the foreseeable future and may never become profitable.
Current Plan of Operation
We believe that investors will gain a ~~market~~better understanding of our Company if they understand how we measure and talk about our results.  As an exploration company, we recognize the importance of managing our liquidity and capital resources.  We pay close attention to non-discretionary cash expenses and look for ways to minimize them when possible.  We ensure we have sufficient cash on hand to meet our annual land holding costs as the maintenance of mining claims and leases that are essential to preserve the value of ~~$62,707~~our mineral property assets and mineral interests we hold.
For the fiscal year 2023, our current business plan is to undertake the following:
Finalize the mill purchase and construction for ore processing and concentration.
Continued mine enhancements at the Jim Crow and Billali mines.
Resume mining operations at the Jim Crow and Billali mines.
Process head ore into concentrates and monetize for working capital cash flow.
Currently we have no continuing commitment from any party to provide additional working capital, or if one becomes available, there is no certainty that its terms will be favorable or acceptable to the Company. Historically, we and other similar exploration and development public companies have accessed capital through equity financing arrangements or by the sale of royalties on its mineral properties. If, however we are unable to obtain additional capital or financing, our exploration and development activities will be significantly adversely affected. Until positive cash flow is generated from operations, we will be dependent upon future working capital credit/finance facilities or equity financing arrangements to meet our expenses and to fund execution on our business plan.
We currently anticipate approximate cash expenditures for our fiscal year 2023 to be as follows:
$800 thousand on corporate administration expenses, comprising of executive management and employee salaries, legal, audit, marketing, SEC filings and other general and administrative expenses.
$0.9 million to $1.1 million on the ~~date~~Jim Crow and Billali projects including exploration, mine development programs, mine enhancement projects, operational costs, including employee salaries, benefits and land holding costs.
$2.0 million for the mill acquisition and construction project in Duncan, Arizona which includes costs for the payoff on site real estate, site equipment, site construction, project development ramp up and initial operating costs.
We also expect to continue to incur significant operating and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future. As the Company has no commitment for debt or equity financing, the Company will be reliant upon its own best-efforts fundraising activities to provide sufficient working capital to fund current and immediate future needs. There can be no assurance that the Company will be successful in its capital raising efforts, and the failure to raise needed capital will likely result in the curtailment or cessation of ~~issuance.~~our business which would adversely affect investors.
Planned Joint Venture with Texas Mineral Resources Corporation
On December 1, 2020, the Company made a joint announcement with Texas Mineral Resources Corp. (“TMRC”), of the execution of a letter agreement to pursue, negotiate and thereafter enter into a definitive joint venture agreement with TMRC to jointly explore and develop a targeted silver property to be selected by TMRC among patented and unpatented mining claims held by Santa Fe Gold within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement is subject to the successful outcome of a multi-phase exploration plan to be undertaken in the near future by TMRC. Under terms of the letter agreement TMRC plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe Gold consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. The purpose of the letter agreement was to allow TMRC the ability to enter onto the Company’s property, begin incurring the costs associated with the work

necessary to secure a bankable feasible study. The parties may then secure the funding needed to develop and mine the 80 acres that TMRC identifies. TMRC will be responsible for mining operations and will receive 50.5% of the profits as defined in the definitive agreement, when executed. The Company will receive 49.5% of the profits.

On ~~April 10, 2020,~~July 28, 2022, TMRC issued a press release that updated the ~~Company converted $100,000~~successful completion of ~~accrued salary for~~their geophysical work in the ~~Company’s CFO into 2,000,000 shares of restricted common stock at a market value of $117,000 on the date of grant and recorded a loss on debt conversion of $17,000. Warrants issued~~Blackhawk mining district in ~~conjunction with the conversion~~New Mexico. The related project details that 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’s 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.
On August 7, 2020, former Chief Financial Officer (“CFO”) of the Company resigned from that position. As the former CFO has significant institutional knowledge and background Company knowledge, the Board offered the individual the position of Managing Director of Mining Operations with a signing bonus of $20,000 and 750,00 shares of restricted common stock and an employment agreement was signed.
~~Miscellaneous Events~~
~~On December 18, 2019, Mr. Daniel Gorski, our consultant geologist, was appointed~~provided to ~~our board of directors.~~

As of filing of this report, the Company has determined that Mr. Laws owes the Company $1,651,263, net of funds recovered from Mr. Laws of $485,966. This amount represents an increase consisting of legal, forensic accounting services incurredTMRC by the ~~Company~~advanced technology deployed were cost effective and ~~the audit restatement of our fiscal year 2017 that was attributable the misappropriation of funds. The current amount does not include any penalties or interest as provided~~will assist TMRC in the secured promissory note and security agreement signed by Mr. Laws. The Company does not anticipate collecting a material amount due from Mr. Laws and any recovery will be determined by the bankruptcy court.
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 sentencingdeveloping their next phase in their exploration program on ~~the charges he plead to. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court.~~
~~Effective July 7, 2020, the Company retained a new Chief Financial Officer and an employment agreement was signed.~~project site.

The forgoing discussion is based upon Industry Guide 7’s terminology and requirements and related press release. The Company ~~signed employment agreements with the new Chief Financial Officer and Managing Director of Mining Operations. The agreements are~~plans to enter into a ~~one-year employment~~definitive agreement with TMRC based upon Regulation S-K 1300’s changes. That is where the ~~Company, with automatic successive one-year renewals provided that neither party has provided notice of termination prior to 30 days from~~terms “43-101” and “Bankable Feasibility Study” are used, the ~~end of such applicable term.~~parties will make clear and within the terms and definitions set forth in Regulation S-K 1300 what the parties’ intent is in the final agreement.
~~ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~
~~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 three-months ended September 30, 2019, the Company focused primarily on repair and improvement projects at the Jim Crow mine site and initiated our limited exploratory program at the mine site.
~~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 $735,985 for the three months ended September 30, 2019, and has a total accumulated deficit of $94,214,655 and a working capital deficit at September 30, 2019 of $4,384,295. The Company used in operating activities, approximately $469,000. 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 September 30, 2019, the Company was in default on delinquent payments of approximately: $3.04 million on accounts payable, $398,000 on a note payable and $643,000 on other 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.

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 as warranted.
~~Operating Results for the Three Months Ended September 30, 2019 and 2018~~
~~Revenue~~
~~During the three months ended September 30, 2019 and 2018, the Company had no revenue in the periods of measurement.~~
~~Operating Costs and Expenses~~
Our operating expenses incurred in three months ended September 30, 2019, increased $448,972 from $300,402 in the three months ended September 30, 2018, to $749,374 for the current period of measurement. The increases in operating expenses in the current period of measurement is attributable to increased exploration and mine related costs of $270,228, and increased general and administrative of $172,074 and an increase in depreciation of $6,670.
The increase in exploration and mine related costs were incurred on the Jim Crow mine and consisted of $156,470 in wages and payroll burden costs and other mine related costs of $113,758. The increase in general and administrative of $172,074 was mainly attributable to decreased consulting fees related to working capital raises of $62,803 and offset by an increase accounting and audit fees of $175,666, legal fees of $35,871 and salaries and payroll burden costs of $14,714.
~~Other Income (Expense)~~
Other income for the three months ended September 30, 2019, was $13,389 as compared to $446,694 for three months ended September 30, 2018, a decrease in other income of $433,305. The net decrease in other income for the current period of measurement is mainly comprised of the following income components: decrease in financing costs on commodity supply agreements of $234,417 and a decrease in recovery of a misappropriation of funds aggregating $350,521. These income items were offset by a decrease in interest expense of $151,633. 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.
~~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 $735,985 for the three months ended September 30, 2019, and has a total accumulated deficit of $94,214,655 and a working capital deficit at September 30, 2019 of $4,384,295. The Company used in operating activities, approximately $469,000. 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.

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, 2019, our~~Our management, with the participation of our ~~Chairman~~Chief Executive Officer and our Chief Financial Officer, ofevaluated the ~~Company at that time, carried out an evaluation of the~~ effectiveness ~~of the design and operation~~ of our disclosure controls and procedures ~~(as~~as of September 30, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) ofunder the ~~Securities~~ Exchange Act, ~~of 1934, as amended. Our~~ ~~Chairman and Interim Chief Financial Officer have concluded that, as of September 30, 2019, our disclosure~~means controls and other procedures ~~were not effective~~of a company that are designed to ensure that information required to be disclosed by usa company in the reports that ~~we file~~it files or ~~submit~~submits under the Exchange Act is recorded, processed, summarized and reported, within the ~~required~~ time periods specified in the SEC's rules and ~~are~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in ~~our~~the reports that it files or submits under the Exchange Act is accumulated and communicated to ~~our~~the company's management, including ~~our Chairman~~its principal executive and ~~Chief Financial Officer,~~principal financial officers, as appropriate to allow timely decisions regarding required disclosure. ~~This was due to~~Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the ~~following material weakness:~~
~~Due to~~cost-benefit relationship of possible controls and procedures. Based on the ~~Company’s continuing financial condition, the Company had limited personnel which resulted in a lack~~evaluation of ~~segregation~~our disclosure controls and procedures as of ~~duties and a lack of formal reviews at multiple levels. A significant weakness existed that~~September 30, 2022, our ~~then current~~ Chief Executive Officer ~~also a CPA, insisted~~and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level due to changes described in Form 10-K filed 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 the Company uncovering a misappropriation of Company funds by the then current Chief Executive Officer.October 13, 2022.

At the beginning of the current fiscal year, new formal policies were initiated for review of material transactions by an outside accounting professional with a CPA and CFO background and all disbursements reviewed and approved by the Chairman of the Board. Any discrepancies will be reported directly to the Board of Directors. These policies are intended for multiple reviews on all material transactions and assistChanges in ~~eliminating a material weakness described above.~~Internal Control over Financial Reporting

~~Inherent Limitations over Internal Controls~~
~~The Company’s~~There have been no significant changes in our internal control over financial reporting ~~is designed~~as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act or in other factors that occurred during the period of our evaluation or subsequent to the date we carried out our evaluation, which have materially affected, or are reasonably likely to materially affect our internal control over financial reporting and 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”).~~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 Chairman 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 three months ended September 30, 2019, 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~~Longyear 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. Accrued interest on the obligation at September 30, ~~2019~~2022 and June 30, ~~2019~~2022 was ~~$30,436~~$55,419 and ~~$28,339~~$53,322 respectively. Interest on the obligation for the three months ended September 30, ~~2019~~2022 and ~~2018~~2021 was $2,097, 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. ~~During the three months ended September 30, 2019 and 2018. Company interest on the obligation was $2,554, respectively.~~ Accrued interest on the obligation at September 30, ~~2019~~2022 and June 30, ~~2019~~2022 was ~~$50,125~~$80,548 and ~~$47,571,~~$77,994, respectively. Interest on the obligation for the three months ended September 30, 2022 and 2021 was $2,554 respectively.

With the completion of the bankruptcy in June 2016, all pending legal actions were reinstated and debts at the time of the bankruptcy are currently due and in default, but none of the then existing litigation has to date resulted in subsequent legal proceedings. There can be no assurance that subsequent legal proceedings will not materialize. After the dismissal of the bankruptcy case, the Company had limited assets, but remained liable for all commitments and debts that then were outstanding. Santa Fe Gold Barbados, The Lordsburg Mining Company and AZCO are subsidiaries of the Company with nominal assets and all of their commitments, debts and legal proceedings remain. The bankruptcy court set up a ~~Trust~~trust fund ~~that will be~~ funded by the activities of the Summit mine (main asset sold in bankruptcy proceedings) for five ~~(5)~~ years ~~after~~from reopening of the mine and the trust funds will be distributed by an independent trustee to ~~all credit holders~~certain unsecured creditors of record.
As disclosed in the Company’s Form 8-K filed on ~~record. Currently all debts at the time~~October 1, 2018, a director and former chief executive officer of the ~~bankruptcy are currently due and in default. None of the claims have been reopened since June 2016.~~
~~In November 2017, the~~ Company, Mr. Thomas H. Laws, entered into ~~substantially identical agreements with Fortune Graphite, Inc.~~a secured promissory note 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. The Company owes the sellers Can$140,000 and 10,000,000 shares of Company common stock. To date, the Company has paid Can$260,000. The Company owes the sellers Can$140,000 and 10,000,000 shares of Company common stock. Based upon our subsequent scrutiny and analysis of the transaction, the Company in February 2019 initiated an arbitration proceeding against the seller to void and rescind the purchase of these British Columbia properties, including requesting additional remedies. The Company cannot predict the outcome of this arbitration, and there can be no assurance that the Company will not lose its interest in these claims, or owe seller the remaining outstanding amounts. In connection with this arbitration, the Company’s legal position is to void the transaction and, due to the uncertainty of the outcome, has provided an impairment of the amount at June 30, 2019,security agreement in the ~~amount of $210,116.~~
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 for misappropriation of Company funds, 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 theprincipal amount of $930,000 ~~against Mr.~~in favor of the Company on September 19, 2018, bearing interest at the annual rate of 4% and ~~Mrs. Laws, in addition to a request to foreclose~~maturing on ~~the assets pledged to us located in Grant County, New Mexico.~~
~~Subsequent review of these transactions for the fiscal year ended June~~September 30, ~~2017, resulted in a restatement of assets and operating costs in the amount of $971,099 and charged to~~2018 (“Secured Promissory Note”). The Company requested the former chief executive ~~officer.~~ 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 included 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 professional costs including legal, auditing, forensic accounting and related filing costs related to this event have been added to the amounts owed by Mr. Laws. AtAs of the ~~time~~filing of ~~filing~~ this report, we have determined that the costs associated with Mr. Laws action currently ~~aggregates~~aggregate to approximately $1,651,263 including legal charges and forensic accounting, of which we have collected ~~$485,966~~$990,632 in cash and properties with an estimated net market value of $25,800 as of the date of filing of this ~~report.~~Form 10-Q.

As of the filing of this report, Mr. Laws has ~~pleaded~~plead guilty to various charges brought against him by the U. S. District Attorney for the District of New Mexico, , which include the ~~Company~~Company’s allegations. Mr. Laws is currently ~~awaiting sentencing~~has been sentenced on the ~~pleaded~~charges which he plead, to ~~charges.~~81 months in prison. Currently he is serving that sentence. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court. In November 2020 the court awarded various Law’s properties to the Company and in December 2020 the Company was provided good title, free and clear of any encumbrances to them. Law’s residence was levied on pursuant to court order and has been sold by the court and the net proceeds received by the Company in March, 2021. The Company does not anticipate receiving aan additional substantial reimbursement of the remaining expenses that were incurred as a result of Laws ~~costs.~~
~~The Department~~malfeasance after the sale of ~~Justice (“DOJ”) and~~ the ~~U.S. Securities and Exchange Commission (“SEC”) have each initiated investigation’s into the Company and certain other individuals, resulting~~remaining property received 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.
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.court.

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, 2019, 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.

ITEM 1A. RISK FACTORS

~~Investing in our common stock involves~~As a ~~high degree of risk. You should carefully consider the risks and uncertainties described in our annual report for Fiscal 2019, although~~smaller reporting company, we ~~may disclose changes~~are not required to such risk factors or disclose additional risk factors from time to time in our future filings with on Form 10-K for our year fiscal ended June 30, 2019, in addition to the other information included ininclude disclosure under this quarterly report. 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.item.
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, ~~2019,~~2022 and September 30, ~~2019,~~ 2022, in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder, the Company accepted a stock subscription from an existing accredited investor at ~~$0.07~~$0.05 per share for an aggregate of ~~12,285,714~~2,000,000 shares of the Company’s restricted common stock for a total aggregate

consideration of ~~$860,000.~~$100,000. There were no subsequent or contemporaneous public offerings of common stock by the Company or other securities. ~~The shares of the Company’s restricted common stock were broken down into smaller denominations and gifted to family members.~~ Negotiations for the issuance of the shares took place directly between the investor and the Company.
~~The Company, on July 31, 2019, approved the issuance of 181,466 shares of restricted common stock for consulting fees with a value of $15,279 on the issuance date.~~
The issuances of the restricted common shares during the three months ended September 30, ~~2019,~~2022, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a) (2) thereof and/or Regulation S promulgated thereunder and/or because such issuances did not involve a public offering and/or because such sales were to non-US-persons. The cash proceeds were utilized for working capital by the Company. In connection with ~~transactions~~transaction referenced above ~~other than issuances to the Company’s officers, directors, employees and consultants for services,~~ , the Company obtained representations from the investor 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

With the filing of bankruptcy protection on August 26, 2015, all debt 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 Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator of mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three-month period ended September 30, ~~200 19,~~2022, we and our properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

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 Chief Executive Officer pursuant to Rule 13a-14a and Rule 15d-14(a)
31.2
Certification of Chief Financial Officer and Principal Accounting Officer pursuant to Rule 13a-14a and Rule 15d-14(a).
32.1
Certification of Chief ~~Financial~~Executive Officer and ~~Principal Accounting~~Chief Financial Officer pursuant to 18 U.S.C.-. Section 1350.

~~SIGNATURES:~~
~~In accordance with~~Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SANTA FE GOLD CORPORATION
Date: ~~October 27, 2020~~November 14, 2022
By:
/s/ Brian Adair
Brian Adair
Chief Executive Officer and Director
(Principal Executive Officer)
Date: November 14, 2022
By:
/s/ Stephen J. Antol

Stephen J. Antol
~~Chief Financial Officer, Principal Accounting Officer~~

Chief Financial Officer, Secretary and Director
(Principal Financial and Accounting Officer)

26
31

~~Delaware~~Nevada		84-1094315
(State or ~~Other Jurisdiction~~other jurisdiction of incorporation or organization)		(I.R.S. Employer
~~Incorporation or Organization)~~	Identification No.)

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

					Additional
Three Months Ended September 30, 2021	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2021		433,018,551	$	866,037	$	95,759,064	$	(112,640,158	)	$	(16,015,057	)
Issuance of stock for cash		4,170,000		8,340		200,160		-			208,500
Value of warrants issued with stock purchases		-		-		90,633		-			90,633
Current period loss		-		-		-		(453,448	)		(453,448	)
Balance September 30, 2021		437,188,551	$	874,377	$	96,049,857	$	(113,093,606	)	$	(16,169,372	)


~~For the Quarterly Period Ended~~ ☐~~September 30, 2019~~

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

SANTA FE GOLD CORPORATION CONSOLIDATED BALANCE SHEETS
		September 30,		June 30,
		2019		2019*
		(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	227,387	$	264,900
Prepaid expenses and other current assets		19,209		76,921
Total current assets		246,596		341,821

NON-CURRENT ASSETS:
Property and equipment, net		232,808		25,543
Mineral property		3,515,365		3,315,365
Total non-current assets		3,748,173		3,340,908
Total Assets	$	3,994,769	$	3,682,729

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	3,329,457	$	3,151,035
Accrued liabilities		668,363		645,068
Notes payable		558,543		598,543
Notes payable and accrued interest to related party		74,528		63,499
Total Current Liabilities		4,630,891		4,458,145
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
Common stock, $.002 par value, 550,000,000 shares authorized at September 30, 2019 and June 30, 2019; 392,242,397 issued and outstanding at September 30, 2019 and 379,775,217 shares issued and outstanding at June 30, 2019		784,485		759,550
Additional paid-in capital		92,794,048		91,943,704
Accumulated deficit		(94,214,655)		(93,478,670)
Total Stockholders' Deficit		(636,122)		(775,416)
Total Liabilities and Stockholders' Deficit	$	3,994,769	$	3,682,729

SANTA FE GOLD CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
	Three Months Ended September 30,
	2019		2018

REVENUES	$	—	$	—

Exploration and other mine related costs		282,974		6,076
General and administrative		466,400		294,326
Total Operating Expenses		749,374		300,402

LOSS FROM OPERATIONS		(749,374)		(300,402)

OTHER INCOME (EXPENSE):
Recovery (misappropriation) of funds		27,539		378,060
Financing costs- commodity supply agreements		—		234,417
Interest expense		(14,150)		(165,783)
Total Other Income (Expense)		13,389		446,694


INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(735,985)		146,292

PROVISION FOR INCOME TAXES		—		—

NET INCOME (LOSS)	$	(735,985)	$	146,292

Basic and Diluted Per Share Data:
Net Income (Loss) - Basic	$	(0.00)	$	(0.00)
Net Income ( Loss) - Diluted	$	(0.00)	$	(0.00)
Weighted Average Common Shares Outstanding:
Basic		387,108,689		300,000,000
Diluted		387,108,689		300,100,000

					Additional
Three Months Ended September 30, 2022	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2022		441,308,551	$	882,617	$	96,558,521	$	(114,974,250	)	$	(17,533,112	)
Issuance of stock for cash		2,000,000		4,000		96,000		-			100,000
Value of warrants issued with stock purchases		-		-		37,699		-			37,699
Current period income		-		-		-		60,598			60,598
Balance September 30, 2022		443,308,551	$	886,617	$	96,692,220	$	(114,913,652	)	$	(17,334,815	)

					Additional
Three Months Ended September 30, 2019:	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2019		379,775,217	$	759,550	$	91,943,704	$	(93,478,670	)	$	(775,416	)

Consulting stock-based compensation		181,466		363		14,916		—			15,279
Share subscriptions issued		12,285,714		24,572		835,428		—			860,000
Net income (loss)		—		—		—		(735,985	)		(735,985	)
Balance, September 30, 2019 (Unaudited)		392,242,397	$	784,485	$	92,794,048	$	(94,214,655	)	$	(636,122	)

					Additional
Three Months Ended September 30, 2018:	Common Stock				Paid- In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balances, June 30, 2018		300,000,000	$	600,000	$	84,113,690	$	(102,013,374	)	$	(17,299,684	)

Valuation change on mandatory share
redemption		—		—		342,000		—			342,000
Net Income		—		—		—		146,292			146,292
Balances, September 30, 2018 (Unaudited)		300,000,000	$	600,000	$	84,455,690	$	(101,867,082	)	$	(16,811,392	)

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



		Three Months Ended
		September 30,
		2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(735,985	)	$	146,292
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation		15,279			17,800
Financing costs – commodity supply agreements		—			(234,417	)
Depreciation expense		6,670			—
Non-cash interest expense		1,029			—
Net change in operating assets and liabilities:
Prepaid expenses and other current assets		57,712			(5,853	)
Accounts payable and accrued liabilities		186,717			188,613
Net Cash (Used) Provided in Operating Activities		(468,578	)		112,435

CASH FLOWS FROM INVESTING ACTIVITIES:
Payment on mineral property		(200,000	)		—
Purchase of property and equipment		(198,935	)		—
Net Cash Used in Investing Activities:		(398,935	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock subscriptions		860,000			200,000
Loan proceeds from a related party		10,000			—
Payment on note payable principle		(40,000	)		—
Net Cash Provided by Financing Activities		830,000			200,000

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(37,513	)		312,435
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		264,900			18,897
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	227,387		$	331,332

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Valuation change on mandatory share redemption	$	—		$	342,000

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.

	Net Income (Numerator)		Weighted Average Common Shares (Denominator)		Per Share Amount
For the three months ended September 30, 2018
Basic EPS
Income available to common stockholders	$	146,292		300,000,000	$	0.00
Diluted EPS
Dilutive shares from options and warrants		—		100,000
Income available to common stockholders plus assumed conversions	$	146,292		300,100,000	$	0.00

	Net Income (Numerator)		Weighted Average Common Shares (Denominator)		Per Share Amount
For the three months ended September 30, 2022:
Basic EPS
Income available to common stockholders		$ 60,598		441,504,203		$ 0.00
Diluted EPS
Dilutive shares from options and warrants		—		54,566,642		0.00
Income available to common stockholders plus assumed conversions		$ 60,598		496,070,845		$ 0.00

The following summarizes notes payable:		September 30,		June 30,
		2019		2019
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
Note payable		159,750		199,750
Notes payable - current	$	558,543	$	598,543

~~Level 1~~		~~Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.~~
~~Lev~~e~~l 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.~~

Fiscal years ending June 30:
Prior year payments to 6/30/2022		$ 1,100,000
2023		300,000
2024		900,000
2025		2,100,000
2026		2,100,000
2027		2,100,000
2028		1,400,000
Total lease payments		$ 10,000,000

	(i)	~~Issued 181,466~~Accepted a subscription for an aggregate of 2,000,000 shares of restricted common stock ~~for consulting services at a value of $15,279 on the date of issuance;~~
	~~(ii)~~	~~Issued~~from an ~~aggregate of 12,285,714 shares of restricted common stock to~~ accredited ~~investors~~investor for cash proceeds of ~~$860,000.~~$100,000 .

	September 30, 2022		September 30, 2021
Risk-free interest rate	4.12	%	0.35% - 0.43	%
Expected volatility	129.59	%	114.45 – 119.78	%
Expected life (years)	3		3
Expected dividend yield	0	%	0	%

	Stock Options		Stock Warrants		Stock Options			Stock Warrants
		Weighted		Weighted		Weighted				Weighted	��
		Average		Exercise		Average				Average
	Shares	Price	Shares	Price	Number of	Exercise		Number of		Exercise
Outstanding at June 30, 2019	30,100,000	$0.05	100,000	$0.15
					Shares	Price		Shares		Price
Outstanding at June 30, 2022					40,000,000	$ 0.05		16,010,483		$ 0.056
Granted	—	—	—	—	—	—		1,000,000		0.05
Canceled	—	—	—	—	—	—		—		—
Expired	—	—	—	—	—		—	(1,541,667	)	(0.067	)
Exercised	—	—	—	—	—	—		—		—
Outstanding at September 30, 2019	30,100,000	$0.05	100,000	$0.15
Outstanding at September 30, 2022					40,000,000	$ 0.05		15,468,816		$0.055

	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
$0.07	100,000	100,000	.26	$	0.07	$	0.15	100,000	100,000	3.21	$	0.15
$0.05	30,000,000	30,000,000	4.47	$	0.05		—	—	—	—		—
	30,100,000	30,100,000						100,000	100,000

	Outstanding Options		4.46	$	0.05		Outstanding Warrants			3.21	$	0.15

	Exercisable Options		4.46	$	0.05		Exercisable Warrants			3.21	$	0.15

	Outstanding and Exercisable Options				Outstanding and Exercisable Warrants
			Weighted				Weighted
			Average				Average
			Contractual				Contractual	Weighted
Exercise			Remaining	Exercise			Remaining	Average
Price	Outstanding	Exercisable	Life	Price	Outstanding	Exercisable	Life	Excise
Range	Number	Number	(in Years)	Range	Number	Number	(in Years)	Price
$0.05	40,000,000	40,000,000	1.32	$0.05	10,877,149	10,877,149	1.23
	-	-		$0.06	3,416,667	3,416,667	0.41
	-	-		$0.07	975,000	975,000	0.74
	—	-		$0.15	200,000	200,000	1.55
	40,000,000	40,000,000			15,468,816	15,468,816

	Outstanding Options		1.32	Outstanding Warrants			1.02	$0.055
	Exercisable Options		1.32	Exercisable Warrants			1.02	$0.055

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

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

	SANTA FE GOLD CORPORATION
Date: ~~October 27, 2020~~November 14, 2022	By:	/s/ Brian Adair
		Brian Adair
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: November 14, 2022	By:	/s/ Stephen J. Antol
		Stephen J. Antol ~~Chief Financial Officer, Principal Accounting Officer~~


	Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)