GENTOR RESOURCES INC. - FORM 20-F
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 20-F contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian provincial securities laws (such forward-looking statements and forward-looking information are referred to herein as "forward-looking statements").  Forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies.  All statements, other than statements which are reporting results as well as statements of historical fact, that address activities, events or developments that Gentor Resources Inc. (the "Company" or "Gentor") believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the Company's plans and objectives) are forward-looking statements.  These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company.  Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual events or results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual events or results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company.  Factors that could cause actual results or events to differ materially from current expectations include, among other things: activities of the Company may be adversely impacted by the continued spread of "COVID-19" (as defined below), including the ability of the Company to secure additional financing; having relinquished its only project (the Karaburun project in Turkey) at the end of 2017, the Company currently does not have any commercial operations and has no material assets;while the Company is currently evaluating new business opportunities, the Company has only limited funds with which to identify and evaluate a potential asset or business for acquisition or participation, and no assurance can be given that a suitable asset or business will be identified and acquired on suitable terms (the continued spread of COVID-19 may also adversely impact the ability of the Company to identify and acquire a suitable asset or business); uncertainties relating to the availability and costs of financing in the future; changes in equity markets; inability to attract and retain key management; the Company's history of losses and expectation of future losses; and the other risks disclosed under the heading "Risk Factors" in this Form 20-F. 

Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.  Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. 

CURRENCY

Unless stated otherwise or the context otherwise requires, all references in this Form 20-F to "US$" are to United States dollars and all references in this Form 20-F to "Cdn$" are to Canadian dollars.

PART 1

Item 1.  Identity of Directors, Senior Management and Advisors

This Form 20-F is being filed as an annual report under the United States Securities Exchange Act of 1934, as amended, (the "U.S. Exchange Act") and, as such, there is no requirement to provide any information under this item.

Item 2.  Offer Statistics and Expected Timetable

This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.

Item 3.  Key Information

A.  Selected Financial Data

The selected consolidated financial information set forth below, which is expressed in United States dollars (the Company prepares its consolidated financial statements in United States dollars), has been derived from the Company's audited consolidated financial statements as at and for the financial years ended December 31, 2022, 2021, 2020, 2019 and 2018.  These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States.  The selected consolidated financial information should be read in conjunction with the discussion in Item 5 of this Form 20-F and the consolidated financial statements of the Company filed as part of this Form 20-F.  Historical results from any prior period are not necessarily indicative of results to be expected for any future period.   

B.  Capitalization and Indebtedness

This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.

C.  Reason for the Offer and Use of Proceeds

This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.

D.  Risk Factors

There are a number of risks that may have a material and adverse impact on the future performance of Gentor.  These include widespread risks associated with any form of business and specific risks associated with Gentor's current circumstances.

In addition to the other information presented in this Form 20-F, a prospective investor should carefully consider the risk factors set out below and the other information that Gentor files with the United States Securities and Exchange Commission (the "SEC") and with Canadian securities regulators before investing in the Company's common shares.  The Company has identified the following non-exhaustive list of inherent risks and uncertainties that it considers to be relevant. 

Having relinquished its only project (the Karaburun project in Turkey) at the end of 2017, the Company currently does not have any commercial operations and has no material assets.  An investment in the Company's common shares is highly speculative, and is suitable only to those investors who are prepared to risk the loss of their entire investment.

In November 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which held the Karaburun project in Turkey (which was the Company's only project).  The Company has relinquished the Karaburun project and discontinued operations in Turkey effective at the end of 2017, and is currently evaluating new business opportunities.  As the Company currently does not have any commercial operations and has no material assets, an investment in the Company's common shares is considered highly speculative and involves a very high degree of risk. 

While the Company is currently evaluating new business opportunities, the Company has only limited funds with which to identify and evaluate a potential asset or business for acquisition or participation, and no assurance can be given that a suitable asset or business will be identified and acquired on suitable terms (the continued spread of "COVID-19" (as defined below) may also adversely impact the ability of the Company to identify and acquire a suitable asset or business).  Further, even if a proposed transaction is identified, there can be no assurance that the Company will be able to complete the transaction.  The transaction may be financed in whole, or in part, by the issuance of additional securities of the Company and this may result in further dilution to investors, which dilution may be significant and which may also result in a change of control of the Company.  As well, given the current economic climate and state of capital markets, including the effects of the public health crisis resulting from COVID-19, the ability to raise funds may prove difficult.

The directors and officers of the Company will only devote a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. 

As a result of these factors, an investment in the Company's common shares is suitable only to investors who are willing to rely solely on the management of the Corporation and who can afford to lose their entire investment.  Those investors who are not prepared to do so should not invest in the Company's common shares. 

The auditor's report with respect to the financial statements included in this Form 20-F contains an explanatory paragraph in respect of there being significant doubt about the Company's ability to continue as a going concern.    

The auditor's report issued in respect of the Company's 2022 annual consolidated financial statements contains the following paragraph: 

"We draw attention to Note 1 in the consolidated financial statements, which describe the events and conditions that indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter."

Therefore, as indicated in the auditor's report for the fiscal year ended December 31, 2022, there is significant doubt about the Company's ability to continue as a going concern.  The Company cannot guarantee its ability to continue as a going concern, and if it were to cease to continue as such, the Company's securities would have little or no value. 

The Company expects to raise additional capital through equity financing in the future, which would cause dilution and loss of voting power with respect to the Company's existing shareholders.

The Company expects to undertake in the future additional offerings of common shares of the Company or of securities convertible into common shares of the Company.  The increase in the number of common shares issued and outstanding and the possibility of sales of such common shares may depress the price of the Company's common shares.  In addition, as a result of such additional common shares, the voting power and ownership interest of the Company's existing shareholders would be diluted. 

Notwithstanding that the Company expects to undertake in the future additional equity fiancings, given the current economic climate and state of capital markets, including the effects of the public health crisis resulting from COVID-19, the ability to raise funds may prove difficult.

Negative market perception of junior companies could adversely affect the Company.

Market perception of junior companies such as the Company may shift such that these companies are viewed less favourably.  This factor could impact the value of investors' holdings and the ability of the Company to raise further funds, which could have a material adverse effect on the Company's business, financial condition and prospects.

The Company's activities could be adversely impacted by the outbreak of contagious diseases, including the effect of the spread of coronavirus.

The Company is susceptible to risks related to the outbreak of contagious diseases, including the ongoing widespread outbreak of respiratory illness caused by a novel strain of the coronavirus ("COVID-19").  The Company's activities could be adversely impacted by the effects of COVID-19 (as well as any other outbreak of contagious diseases).  During 2019, COVID-19 emerged in China and has since spread wporldwide, including Canada, and infections have been reported globally.  The extent to which COVID-19 impacts the Company's activities, including the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the COVID-19 outbreak (including travel and quarantine restrictions imposed by governments of affected countries).  In particular, the continued spread of COVID-19 globally could materially and adversely impact Company activities including, without limitation, employee health and productivity and limitations on travel, and other factors that will depend on future developments beyond the Company's control, all of which may have a material and adverse effect on the Company.  There can be no assurance that personnel of the Company will not be impacted by COVID-19 and ultimately see workforce productivity reduced or incur increased costs, including but limited to medical and insurance premiums.  In addition, COVID-19 has resulted in a widespread global health crisis that has significantly adversely affected global economies and capital markets, resulting in an economic downturn that could become much worse and have an adverse effect on the Company's future prospects, including its ability to secure financing from capital markets. 

Various market factors, both related and unrelated to the Company's performance, could cause the market price for the Company's securities to fluctuate significantly and could have a material adverse effect on an investor's investment in the Company.

There can be no assurance that an active market for the Company's securities will be attained or sustained.  The market price of the Company's securities may fluctuate significantly based on a number of factors, some of which are unrelated to the performance or prospects of the Company.  These factors include macroeconomic developments in North America and globally, market perceptions of the attractiveness of particular industries, the attractiveness of alternative investments, currency exchange fluctuation, and the Company's financial condition or results of operations as reflected in its financial statements.  These factors also currently include the impact of COVID-19, which has resulted in a widespread global health crisis that has significantly adversely affected global economies and capital markets, resulting in extreme volatility in capital markets.  Other factors unrelated to the performance of the Company that may have an effect on the price of the securities of the Company include the following: lessening in trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant numbers of securities of the Company; the size of the Company's public float may limit the ability of some institutions to invest in the Company's securities; the public's reaction to the Company's press releases, other public announcements and the Company's filings with the various securities regulatory authorities; the arrival or departure of key personnel; and a substantial decline in the price of the securities of the Company that persists for a significant period of time could cause the Company's securities to be delisted from any exchange on which they are listed at that time, further reducing market liquidity.  If there is no active market for the securities of the Company, the liquidity of an investor's investment may be limited and the price of the securities of the Company may decline.  If such a market does not develop, investors may lose their entire investment in the Company's securities.

The Company expects that it will be treated as a U.S. domestic corporation for U.S. federal income tax purposes.

The Company believes that it should be treated as a U.S. domestic corporation for U.S. federal income tax purposes under Section 7874 of the U.S. Internal Revenue Code and be subject to U.S. tax on its worldwide income.  Treatment of the Company as a U.S. corporation for U.S. federal income tax purposes may have adverse tax consequences for non-U.S. shareholders.  Holders of the Company's common shares are urged to consult their own tax advisors regarding the acquisition, ownership and disposition of the Company's common shares.  This paragraph is only a brief summary of these tax rules and is qualified in its entirety by the section below entitled "Certain United States Federal Income Tax Considerations".

The Company has a history of losses and may never achieve revenues or profitability.

The Company has incurred losses since its inception, the Company expects to incur losses for the foreseeable future and there can be no assurance that the Company will ever achieve revenues or profitability.  The Company incurred the following net losses during the following periods (as well as the net income (but also a net operating loss) for fiscal 2021):

• net loss of US$257,913 for the year ended December 31, 2022 (the net operating loss for the year ended December 31, 2022 was US$277,896);
• net income of US$21,194 for the year ended December 31, 2021 (the net operating loss for the year ended December 31, 2021 was US$312,966);
• net loss of US$301,085 for the year ended December 31, 2020 (the net operating loss for the year ended December 31, 2020 was US$322,641);
• net loss of US$295,868 for the year ended December 31, 2019 (the net operating loss for the year ended December 31, 2019 was US$534,783); and
• net loss of US$40,742 for the year ended December 31, 2018 (the net operating loss for the year ended December 31, 2018 was US$371,478). 

The Company had an accumulated deficit of US$44,424,262 as of December 31, 2022.

The Company is a foreign corporation and the Company's directors and officers except one director are outside the United States, which may make enforcement of civil liabilities difficult.

The Company is organized under the laws of the Cayman Islands, and its principal executive office is located in Toronto, Canada.  All of the Company's directors and officers except one director reside outside of the United States, and all or a substantial portion of their assets and the Company's assets are located outside of the United States.  As a result, it may be difficult for investors in the United States or otherwise outside of Canada to bring an action against directors or officers who are not resident in the United States.  It may also be difficult for an investor to enforce a judgment obtained in a United States court or a court of another jurisdiction of residence predicated upon the civil liability provisions of federal securities laws or other laws of the United States or any state thereof or the equivalent laws of other jurisdictions outside Canada against those persons or the Company.

Litigation may adversely affect the Company's financial position or results of operations.

The Company is subject to litigation risks.  All companies are subject to legal claims, with and without merit.  Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit.  Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company is or may become subject could have a material effect on its financial position or results of operations.

Increased sales of the Company's common shares by shareholders could lower the market price of the shares.

Sales of a large number of the Company's common shares in the public markets, or the potential for such sales, could decrease the trading price of such shares and could impair Gentor's ability to raise capital through future sales of common shares. 

Fluctuations in currency could have a material impact on the Company's financial statements.

The Company uses the U.S. dollar as its functional currency.  Fluctuations in the value of the U.S. dollar relative to other currencies could have a material impact on the Company's consolidated financial statements by creating gains or losses.  No currency hedge policies are in place or are presently contemplated.

The loss of key management personnel or the inability to recruit additional qualified personnel may adversely affect the Company's business.

The success of the Company depends on the good faith, experience and judgment of the Company's management and advisors in supervising and providing for the effective management of the business of the Company.  The Company is dependent on a small number of key personnel, the loss of any one of whom could have an adverse effect on the Company.  The Company currently does not have key person insurance on these individuals.  The Company may need to recruit additional qualified personnel to supplement existing management and there is no assurance that the Company will be able to attract such personnel.

The Company has never paid and does not intend to pay dividends.

The Company has not paid out any cash dividends to date and has no plans to do so in the immediate future.  As a result, an investor's return on investment in the Company's common shares will be solely determined by his or her ability to sell such shares in the secondary market.

Item 4.  Information on the Company

A.  History and Development of the Company

Gentor Resources Inc. is a company continued under the Companies Law (2011 Revision) of the Cayman Islands on February 28, 2012.  The executive office of the Company is located at 4120 Yonge Street, Suite 304, Toronto, Ontario, M2P 2B8, Canada, the telephone number of such office is (416) 361-2510, and the registered office of the Company is located at Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, George Town, Grand Cayman, KY1-9005, Cayman Islands. 

In March 2010, the Company completed the acquisition of all of the outstanding shares of APM Mining Limited (which subsequently changed its name to Gentor Resources Limited) ("Oman Holdco"), a British Virgin Islands company, in exchange for the issuance by the Company of a total of 1,295,250 common shares.  In connection with this acquisition, the Company issued an additional 312,500 common shares pursuant to an amendment to the earn-in agreement between Al Fairuz Mining Company, LLC and Oman Holdco (the "Block 5 Earn-In Agreement"), which increased from 50% to 65% the equity interest in Al Fairuz Mining Company, LLC that Oman Holdco had the right to earn.  Also in connection with the acquisition of Oman Holdco, the Company reconstituted its board of directors and appointed new officers.   

As a result of the acquisition of Oman Holdco, the Company, through Oman Holdco, acquired the earn-in rights to the Block 5 and Block 6 properties in Oman.  Al Fairuz Mining Company, LLC held the exploration licence for the Block 5 property.  Pursuant to the Block 5 Earn-In Agreement, the Company, through Oman Holdco, acquired a 65% equity position in Al Fairuz Mining Company, LLC.  Pursuant to an earn-in agreement between Al Zuhra Mining Company, LLC and Oman Holdco, the Company, through Oman Holdco, had the right to earn up to a 70% equity position in Al Zuhra Mining Company, LLC, which held the exploration licence for the Block 6 property. 

In April 2010, the Company completed a private placement financing for total gross proceeds of US$2,000,000. 

In July 2010, Gentor commenced an initial 3,000 metre drilling program on its Oman properties.  The drilling program was designed to test a portion of the 56 targets which were identified by the airborne VTEM survey flown in March/April 2010.  In November 2010, Gentor announced preliminary findings from its initial drilling program at its Oman properties.

During the last three months of 2010, the Company completed private placement financings for total gross proceeds of US$8,016,505. 

In January 2011, Gentor announced further findings from its initial drilling program at its Oman properties.

During the first three months of 2011, the Company completed private placement financings for total gross proceeds of US$4,887,500. 

In May, July and November 2011 and January and April 2012, Gentor announced findings from its second drilling program at its Oman properties. 

In November 2011, the Company's common sharescommenced trading on the TSX Venture Exchange under the trading symbol "GNT". Also in November 2011, the Company completed (a) a brokered private placement financing for total gross proceeds of Cdn$2,163,000 (GMP Securities L.P. acted as the Company's agent in respect of this financing), and (b) a non-brokered private placement financing for total gross proceeds of Cdn$1,222,500. 

In February 2012, Gentor completed a corporate reorganization (the "Corporate Reorganization"), as a result of which Gentor's corporate jurisdiction was moved from Florida to the Cayman Islands.  The Corporate Reorganization was effected by a two-step process involving a merger of Gentor Resources, Inc. (the Florida company) with and into its wholly-owned Wyoming subsidiary, followed by a continuation of the surviving company into the Cayman Islands.  Shareholders approved the Corporate Reorganization at the special meeting of shareholders held on February 24, 2012.  Gentor believes that the change in its corporate jurisdiction to the Cayman Islands exposes the Company to business and financial advantages that may not otherwise have been as accessible to the Company.  In particular, Gentor believes that the Corporate Reorganization resulted in simplification of the Company's compliance with regulatory requirements and an enhanced ability to raise capital in Canadian, U.S. and international markets.  As the Corporate Reorganization was effected solely to change the corporate jurisdiction of the Company, it did not result in any change in the Company's daily business operations, management, location of the principal executive offices or its assets or liabilities.   

As used in this document, the "Company" and "Gentor" refer to the existing Cayman Islands entity, Gentor Resources Inc., as well as the predecessor Florida entity, Gentor Resources, Inc. (incorporated on March 24, 2005). 

In April 2012, the Company announced that it had entered into an agreement with a Turkish company pursuant to which the Company was granted a 12 month option period (the "Hacimeter Option") for the purposes of funding and carrying out the exploration for copper and base metals on properties (the "Hacimeter Project") located in northeastern Turkey. 

In August and September 2012, the Company announced drilling results from the Hacimeter Project.  This drilling program outlined significant high-grade massive sulphide extensions to the shallow stringer type volcanogenic massive sulphide ("VMS") system initially discovered at the Hacimeter Project. 

In June 2012, the Company announced maiden Canadian National Instrument 43-101 mineral resource estimates for the Mahab 4 and Maqail South prospects at the Company's Block 5 property in Oman. 

In October 2013, the Company announced that (a) the Company's search for Cyprus-type VMS deposits in Turkey has resulted in the identification in northern Turkey of several surface gossans in distal VMS settings and led to the signing by the Company's local subsidiary in Turkey of two new joint venture option agreements with local Turkish groups (one of these agreements relates to the Company's relinquished Karaburun project, which is discussed below), (b) having discovered further VMS mineralisation, but of insufficient size to eventually establish a commercial mining operation at the Hacimeter Project, Gentor allowed the Hacimeter Option to expire without continuing to form a joint venture, and (c) in light of continued depressed market conditions, Gentor was proposing to undertake a strategic review of its Oman properties over the coming months. 

Gentor determined during fiscal 2013 that it would not continue with its molybdenum-tungsten project in east-central Idaho, U.S. and relinquished its rights in respect of this project.  The Company had not carried out any exploration work at this project since fiscal 2008.

In January 2014, the Company completed a non-brokered private placement for total gross proceeds of Cdn$393,750.  Arnold T. Kondrat (a director and officer of the Company) was the sole purchaser under this financing. 

In February 2014, Arnold T. Kondrat was appointed President and Chief Executive Officer of the Company replacing Dr. Peter Ruxton (Mr. Kondrat was Executive Vice-President of the Company prior to this appointment), and two new directors, Richard J. Lachcik and William R. Wilson, were appointed to Gentor's board of directors, replacing David Twist and Rudolph de Bruin. 

Also in February 2014, the Company completed a non-brokered arm's length private placement for total gross proceeds of Cdn$150,000. 

In April 2014, the Company announced that it had entered into an agreement with Savannah Resources plc ("Savannah") to sell all of Gentor's properties in Oman to Savannah (the "Oman Sale").  The Oman Sale was completed in July 2014.  The Oman Sale was effected by way of the sale to Savannah of all of Gentor's shares in Oman Holdco.  The interests of Gentor in its properties in Oman were held through Oman Holdco.  The Oman Sale reflected Gentor's focus on its copper exploration properties in Turkey.  The consideration for the Oman Sale was comprised of a cash payment of US$800,000 paid to the Company on closing, together with the following deferred consideration (the "Deferred Consideration"): 

(a)The sum of US$1,000,000, payable to the Company upon a formal final investment decision being made to proceed with the development of a mine at the Block 5 project in Oman.

(b)The sum of US$1,000,000, payable to the Company upon the production of the first saleable concentrate or saleable product from ore derived from the Block 5 project in Oman.

(c)The sum of US$1,000,000, payable to the Company within six months of the payment of the Deferred Consideration in (b) above.

Savannah could elect to pay up to 50% of the above Deferred Consideration by the issue to the Company of ordinary shares of Savannah.  Where Savannah's shares were so issued in satisfaction of Deferred Consideration, the number of shares to be issued would be determined by reference to the volume weighted average price of Savannah's ordinary shares as traded on the AIM market of the London Stock Exchange plc ("AIM") for the 30 trading days prior to the date upon which the relevant Deferred Consideration was payable. 

In August 2014, the Company completed a non-brokered private placement for total gross proceeds of Cdn$180,000.  Arnold T. Kondrat, who is Chief Executive Officer, President and a director of the Company, was the sole purchaser under this financing. 

In September 2014, Gentor announced that, as a result of a Government tender process, it had acquired a new mineral exploration licence covering the remaining portion of the Karaburun VMS project in northern central Turkey, the southern part of which was already held by the Company under an existing Turkish joint venture agreement.

In October 2014, the Company completed a non-brokered private placement for total gross proceeds of Cdn$500,000.  Richard J. Lachcik (a director of the Company) purchased Cdn$100,000 of this placement and Geoffrey G. Farr (Corporate Secretary of the Company) purchased Cdn$50,000 of this placement.

In December 2014, Gentor announced that it had received the final forestry drill permit from the Ministry of Forestry and Water Resources in Turkey enabling the Company to undertake its planned phase one diamond drilling program at its Karaburun project.  The drill permit allowed Gentor to prepare access roads and drill at up to 27 locations. 

In May 2015, Gentor closed a non-brokered private placement for total gross proceeds of Cdn$900,000.  Arnold T. Kondrat, who is Chief Executive Officer, President and a director of the Company, purchased Cdn$486,000 of this placement, Richard J. Lachcik, who is a director of the Company, purchased Cdn$60,000 of this placement, Donat K. Madilo, who is Chief Financial Officer of the Company, purchased Cdn$30,000 of this placement, and Geoffrey G. Farr, who is Corporate Secretary of the Company, purchased Cdn$30,000 of this placement.   

In July 2015, Gentor reported the assay results for its phase one drilling at its Karaburun project in Turkey.  Under the phase one diamond drilling program, Gentor completed seven drill holes for a total of 1,707.80 metres. 

In February 2016,Gentor announced that it had signed a letter of intent ("LOI") with Lidya Madencilik Sanayi ve Ticaret A.S. ("Lidya") (a Turkish mining company) for a proposed joint venture to further explore and develop Gentor's Karaburun project.  The LOI set out the intention to grant to Lidya an option ("Option") to acquire an 80% interest in the Karaburun project.  The Option was subject to the negotiation and execution of a definitive agreement for the Option contemplated to be signed within 120 days from the signing of the LOI.  The LOI provided that the Option period shall be 24 months from the date of signing the definitive agreement, and that upon signing the LOI Lidya shall make a cash payment to Gentor for US$50,000. 

In May 2016, Gentor announced that its proposed joint venture with Lidya to further explore and develop the Karaburun project would not be proceeding, following notification from Lidya that Lidya decided to not pursue the proposed joint venture.

In September 2016, Gentor announced that Dr. Ruxton has resigned from the board of directors of the Company.

In September 2017, the Company consolidated its outstanding common shares on an eight to one basis. 

In November 2017, the Company closed a non-brokered private placement of 10,000,000 units of the Company at a price of Cdn$0.05 per unit for total gross proceeds of Cdn$500,000.  Each such unit consisted of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.075 for a period of two years.  Directors and officers of the Company purchased 2,500,000 of the units issued under the financing.

Also in November 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which held the Karaburun project in Turkey (this was the Company's only project).  The Company relinquished the Karaburun project and discontinued operations in Turkey effective at the end of 2017, and is currently evaluating new business opportunities. 

In June 2018, the Company closed a non-brokered private placement of 8,000,000 common shares of the Company at a price of Cdn$0.05 per share for total gross proceeds of Cdn$400,000.  Mr. Arnold T. Kondrat (who is Chief Executive Officer, President and a director of the Company) purchased all of the shares issued under this financing. 

In October 2018, the Company effected an increase in the authorized share capital of the Company by changing the authorized share capital of the Company from US$50,000 divided into 62,500,000 common shares with a par value of US$0.0008 per share to US$400,000 divided into 500,000,000 common shares with a par value of US$0.0008 per share. 

Also in October 2018, the Company closed a non-brokered private placement of 4,000,000 common shares of the Company at a price of Cdn$0.05 per share for total gross proceeds of Cdn$200,000.  Directors and officers of the Company purchased 3,075,000 of the shares issued under this financing.

In May 2019, the Company closed a non-brokered private placement of 5,000,000 common shares of the Company at a price of Cdn$0.05 per share for gross proceeds of Cdn$250,000.  Mr. Kondrat purchased 3,000,000 of the said shares.

In June 2019, the Company entered into a settlement agreement (the "Settlement Agreement") with Savannah relating to the Deferred Consideration payable to Gentor pursuant to the terms of the Oman Sale (see above).  Savannah is an AIM-listed resource development company.  Under the Settlement Agreement, the Company and Savannah agreed to fully settle the Deferred Consideration in exchange for (a) the payment by Savannah to the Company of US$100,000 (with US$50,000 being payable 30 days from the date of signing the Settlement Agreement and US$50,000 being payable six months from the date of signing the Settlement Agreement), and (b) the issuance to the Company by Savannah of US$200,000 worth of Savannah shares (being 3,008,025 shares).  Such shares were subject to a six-month orderly market restriction. 

On February 23, 2023, Gentor's listing was transferred by the TSX Venture Exchange (the "TSXV") from Tier 2 of the TSXV to the NEX Board of the TSXV.  The transfer of the listing to NEX was made by the TSXV as a result of the Company not meeting the TSXV's Tier 2 continued listing requirements.  NEX is a separate trading board of the TSXV which provides a trading forum for companies that have fallen below the TSXV's ongoing listing standards. 

The SEC maintains a website that contains reports, proxy and information statements and other information regarding the Company that has been filed electronically with the SEC at http://www.sec.gov.  The Company's website is www.gentorresources.com.

B.  Business Overview

In November 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which held the Karaburun project in Turkey (this was the Company's only project).  The Company relinquished the Karaburun project and discontinued operations in Turkey at the end of 2017, and is currently evaluating new business opportunities. 

C.  Organizational Structure

The Company has a wholly-owned subsidiary, Gentor International Limited, which was incorporated under the laws of the British Virgin Islands.

D.  Property, Plants and Equipment

The Company does not have any material tangible fixed assets. 

The Company relinquished its only project, the Karaburun project in Turkey, and discontinued operations in Turkey at the end of 2017.  The Company is currently evaluating new business opportunities. 

Item 4A.  Unresolved Staff Comments

Not applicable. 

Item 5.  Operating and Financial Review and Prospects

See the management's discussion and analysis of the Company for the year ended December 31, 2022 incorporated by reference into this Form 20-F as Exhibit 15.1. 

A.  Operating Results

See the management's discussion and analysis of the Company for the year ended December 31, 2022 incorporated by reference into this Form 20-F as Exhibit 15.1.

B.  Liquidity and Capital Resources

See the management's discussion and analysis of the Company for the year ended December 31, 2022 incorporated by reference into this Form 20-F as Exhibit 15.1. 

C.  Research and Development, Patents and Licenses, etc.

The Company does not carry on any research and development activities.  The Company does not hold any patents.

D.  Trend Information

The Company relinquished its only project, the Karaburun project in Turkey, and discontinued operations in Turkey at the end of 2017.  The Company is currently evaluating new business opportunities. 

Additionally, any outbreaks of contagious diseases and other adverse public health developments could have a material and adverse effect on the Company.  For example, the ongoing outbreak of COVID-19 has resulted in significant restrictive measures being implemented by governments of various countries to control the spread of COVID-19.  Such COVID-19 related restrictions and disruptions, including for employees, experts and suppliers across different industries, may negatively impact the Company's activities.  In addition, COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets of many countries, and that could affect the Company's ability to access or raise capital through issuances of the Company's securities and the ability of the Company to identify and acquire a suitable business. 

E.  Off-Balance Sheet Arrangements. 

The Company does not have any off-balance sheet arrangements. 

F.  Tabular Disclosure of Contractual Obligations

The Company does not have any contractual obligations (within the meaning of Form 20-F) requiring disclosure under this item. 

G.  Safe Harbor

Not applicable. 

Item 6.  Directors, Senior Management and Employees

A.  Directors and Senior Management

The directors and officers of the Company, their ages and term of continuous service are as follows:

____________________

(1) Member of the audit committee of the board of directors of the Company. 

Arnold T. Kondrat - Mr. Kondrat is the Company's principal founder and has over 30 years of management experience in the resource exploration industry.  During this time he has been a senior officer and director of a number of publicly-traded resource exploration companies, in both Canada and the United States, including principal founder of several of these companies.  In addition to his positions with Gentor, Mr. Kondrat is also presently Executive Chairman of the Board and a director of Loncor Gold Inc. ("Loncor") (a gold exploration company listed on the Toronto Stock Exchange), and President of Sterling Portfolio Securities Inc. (a private venture capital firm based in Toronto).  He was a senior officer of Banro Corporation ("Banro") (a mining company with gold mines in the Democratic Republic of the Congo (the "DRC")) from 1994 to 2017. 

Donat K. Madilo - Mr. Madilo has over 30 years of experience in accounting, administration and finance in the DRC and North America.  He held senior officer positions with Banro from 1996 to 2018 (including Senior Vice President, Commercial & DRC Affairs and Chief Financial Officer).  In addition to being Chief Financial Officer of Gentor, he is also presently Chief Financial Officer of Loncor.  Mr. Madilo's previous experience includes director of finance of Coocec-ceaz (a credit union chain in the DRC) and senior advisor at Conseil Permanent de la Comptabilité au Congo, the accounting regulation board in the DRC.  He holds a Bachelor of Commerce (Honours) degree from Institut Supérieur de Commerce de Kinshasa, a B.Sc. (Licence) in Applied Economics from University of Kinshasa and a Masters of Science in Accounting (Honours) from Roosevelt University in Chicago. 

Geoffrey G. Farr - Mr. Farr has been a partner of the law firm Dickinson Wright LLP (which acts as legal counsel to Gentor) from July 2019 to present.  He practices corporate and securities law.  From February 2011 to June 2019, Mr. Farr was General Counsel to and Corporate Secretary of each of Gentor and Loncor (he remains Corporate Secretary of each).  From February 2011 to October 2018, Mr. Farr was Vice President, General Counsel and Corporate Secretary of Banro, and from June 2017 to January 2019, he was General Counsel to and Corporate Secretary of Kuuhubb Inc. (a company listed on the TSX Venture Exchange focused on lifestyle and mobile video game applications).  Prior to February 2011, Mr. Farr practised corporate and securities law in Toronto for 17 years, which included extensive experience in representing public companies.  He holds a LL.B. from the University of Ottawa and a B.Comm. from Queen's University. 

Richard J. Lachcik - Prior to his retirement in 2017, Mr. Lachcik practiced corporate and securities law in Toronto, Canada for over 30 years.  His practice included extensive experience in representing public companies, as well as acting for a number of investment dealers.  He has been an officer and director of a number of Canadian public resource companies. 

William R. Wilson - Mr. Wilson is Director, Executive Vice President and Chief Financial Officer of TUVERA Exploration Inc.  TUVERA is a private holding company for the ARVENUT exploration properties in Nevada, Utah and New Mexico.  He has created and managed 11 mining companies over 25 years with properties in the U.S., Canada, Russia, the DRC and Ukraine.  Mr. Wilson is a Qualified Professional in Mining, Metallurgy/Processing and Environmental Compliance (Member no. 01063QP) of the Mining and Metallurgical Society of America.  He has a degree in Metallurgical Engineering from the Colorado School of Mines and a Masters of Business Administration degree from the University of Southern California.  Mr. Wilson has been involved in the mining industry for more than 40 years.  He has been a director and senior officer of a number of public companies in both Canada and the United States, and has been a member of the audit committee of several of these companies.

There are no family relationships among any of the Company's directors or senior management.

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or officer of the Company.

The following directors of the Company are presently directors of other issuers that are public companies:

Other than the board of directors, the Company does not have an administrative, supervisory or management body.

B.  Compensation

Named Officers

Summary Compensation Table

The following table sets forth certain information with respect to the compensation of the officers of the Company set out in the following table (the "Officers") for the financial year ended December 31, 2022. 

(1) The Company did not grant any stock options in 2022.

(2) This amount represents medical insurance premiums paid by the Company. 

Incentive Plan Awards

The following table provides details regarding outstanding option and share-based awards held by the Officers as at December 31, 2022:

(1)All of the stock options granted to each Officer vested on the four month anniversary of the grant date.

(2)The exercise price of all of the stock options set out in the above table is in Canadian dollars.  The U.S. dollar figures set out in this column of the table were calculated using the exchange rate on December 30, 2022 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.7383. 

(3)This is based on the last closing sale price per share of the Company's common shares as at December 30, 2022 of Cdn$0.05 as reported by the TSX Venture Exchange, which is equivalent to US$0.037 using the exchange rate on December 30, 2022 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.7383.

The following table provides details regarding outstanding option-based awards, share-based awards and non-equity incentive plan compensation held by the Officers, which vested and/or were earned during the year ended December 31, 2022:

(1)Identifies the aggregate dollar value that would have been realized by the Officer if he had exercised all options exercisable under the option-based award on the vesting date(s) thereof.

Non-Executive Directors

The directors of the Company were not paid any fees by the Company during the financial year ended December 31, 2022 for their services in their capacity as directors.   

The Company's directors are eligible to receive stock option grants under the Company's stock option plan, as determined by the board of directors of the Company (the "Board").  The exercise price of such stock options is determined by the Board, but shall in no event be less than the last closing price of the Company's common shares on the TSX Venture Exchange prior to the date the stock options are granted. 

All directors of the Company are entitled to receive reimbursement for reasonable out-of-pocket expenses related to their attendance at meetings or other expenses incurred for Company purposes.   

Director Summary Compensation Table

The following table sets out certain information with respect to compensation of each of the Company's directors in the year ended December 31, 2022, other than Mr. Kondrat.  See "Named Officers - Summary Compensation Table" above for details regarding the compensation of Mr. Kondrat during 2022. 

____________________________

(1) The Company did not grant any stock options in 2022.   

Incentive Plan Awards

The following table provides details regarding the outstanding option and share based awards held as at December 31, 2022 by the directors of the Company other than Mr. Kondrat.  See "Named Officers - Incentive Plan Awards" above for details regarding the outstanding stock options held by Mr. Kondrat as at December 31, 2022.

(1)All of the stock options granted to each Officer vested on the four month anniversary of the grant date.

(2)The exercise price of all of the stock options set out in the above table is in Canadian dollars.  The U.S. dollar figures set out in this column of the table were calculated using the exchange rate on December 30, 2022 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.7383. 

(3)This is based on the last closing sale price per share of the Company's common shares as at December 30, 2022 of Cdn$0.05 as reported by the TSX Venture Exchange, which is equivalent to US$0.037 using the exchange rate on December 30, 2022 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.7383. 

The following table provides details regarding outstanding option-based awards, share-based awards and non-equity incentive plan compensation in respect of the directors of the Company other than Mr. Kondrat, which vested and/or were earned during the year ended December 31, 2022. See "Named Officers - Incentive Plan Awards" above for details regarding the outstanding option-based awards, share-based awards and non-equity incentive plan compensation in respect of Mr. Kondrat, which vested and/or were earned during the year ended December 31, 2022. 

(1)Identifies the aggregate dollar value that would have been realized by the director if the director had exercised all options exercisable under the option-based award on the vesting date(s) thereof.

Other Information

Neither the Company nor its subsidiaries provides pension, retirement or similar benefits.

C.  Board Practices

Each director of the Company holds office until the close of the next annual meeting of shareholders of the Company following his election or appointment, unless his office is earlier vacated in accordance with the articles of association of the Company.  See Item 6.A. of this Form 20-F for the dates the directors of the Company were first elected or appointed to the Company's Board.  No director of the Company has any service contract with the Company or any subsidiary of the Company providing for benefits upon termination of service.  However, the terms of the Company's stock option plan accelerate the vesting of stock options granted under such plan in the event of a take-over bid in respect of the Company (see Item 6.E. of this Form 20-F).  See Item 6.B. of this Form 20-F for information in respect of the stock options of the Company held by the Company's directors and officers. 

The Board does not have any standing committees other than an audit committee (the "Audit Committee").  Given the size of the Company and the number of directors on the Board, the Board performs the functions of a compensation committee itself.

There is no contract, agreement, plan or arrangement that provides for payments to an officer of the Company at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in an executive officer's responsibilities. 

Audit Committee

The members of the Audit Committee are Arnold T. Kondrat, Richard J. Lachcik and William R. Wilson. 

Summary of Terms of Reference for the Audit Committee

The Audit Committee must be comprised of at least three directors, each of whom must satisfy the financial literacy, experience and other requirements of applicable corporate and securities laws and applicable stock exchange requirements and guidelines.  The Audit Committee must (a) review the annual financial statements of the Company and the related management's discussion and analysis before they are approved by the Board, and (b) review all interim financial statements of the Company and the related management's discussion and analysis and, if thought fit, approve all interim financial statements and the related management's discussion and analysis.  In addition, the Audit Committee is responsible for:

• making recommendations to the Board as to the appointment or re-appointment of the external auditor;

• pre-approving all non-audit services to be provided by the external auditor to the Company;

• overseeing the work of the external auditor in performing its audit or review services and overseeing the resolution of any disagreements between management and the external auditor; and

• having direct communication channels with the Company's external auditors.

The Audit Committee is empowered to retain independent counsel and other advisors as it determines necessary to carry out its duties.

D.  Employees

The following sets out the number of employees which the Company and its subsidiaries had as at December 31, 2022, December 31, 2021 and December 31, 2020:

Neither the Company nor any of its subsidiaries has any unionized employees.

Neither the Company nor any of its subsidiaries employ a significant number of temporary employees.

E.  Share Ownership

The following table sets out the number of common shares held by the Company's directors and officers as of April 25, 2023 (including the percentage of the Company's outstanding common shares represented by such shares) and the number of stock options of the Company held by the Company's directors and officers as of April 25, 2023 (each stock option is exercisable for one common share of the Company).  As of April 25, 2023, the Company did not have outstanding any common share purchase warrants.

Equity Compensation Plans

The Company has a stock option plan (the "Option Plan").  As of April 25, 2023, there are outstanding under the Option Plan 1,040,000 stock options.  The following is a summary of certain terms of the Option Plan.

(a)Stock options may be granted from time to time by the Board to such directors, officers, employees and consultants of the Company or a subsidiary of the Company, and in such numbers, as are determined by the Board at the time of the granting of the stock options.

(b)The total number of common shares of the Company issuable upon the exercise of all outstanding stock options granted under the Option Plan shall not at any time exceed 10% of the total number of outstanding common shares, from time to time. 

(c)The exercise price of each stock option shall be determined in the discretion of the Board at the time of the granting of the stock option, provided that the exercise price shall not be lower than the "Market Price".  "Market Price" means the last closing price of the common shares on the TSX Venture Exchange prior to the date the stock option is granted. 

(d)At no time shall:

(i)the number of common shares reserved for issuance pursuant to stock options granted to insiders of the Company exceed 10% of the outstanding common shares;

(ii)the number of stock options granted to insiders of the Company, within a 12 month period, exceed 10% of the outstanding common shares;

(iii)the number of common shares reserved for issuance pursuant to stock options or pursuant to any other stock purchase or option plans of the Company granted to any one optionee exceed 5% of the outstanding common shares;

(iv)the number of common shares issued pursuant to stock options to any one optionee, within a one-year period, exceed 5% of the outstanding common shares;

(v)the number of stock options granted to any one consultant in a 12 month period exceed 2% of the outstanding common shares; or

(vi)the aggregate number of stock options granted to persons employed in investor relations activities exceed 2% of the outstanding common shares in any 12 month period without the express consent of the TSX Venture Exchange.

(e)In the event a "take-over bid" (as such term is defined under Ontario securities laws) is made in respect of the Company's common shares, all unvested stock options shall become exercisable (subject to any necessary regulatory approval) so as to permit the holders of such stock options to tender the common shares received upon exercising such stock options pursuant to the take-over bid. 

(f)All stock options shall be for a term determined in the discretion of the Board at the time of the granting of the stock options, provided that no stock option shall have a term exceeding five years and, unless the Board at any time makes a specific determination otherwise (but subject to the terms of the Option Plan), a stock option and all rights to purchase common shares pursuant thereto shall expire and terminate immediately upon the optionee who holds such stock option ceasing to be at least one of a director, officer or employee of or consultant to the Company or a subsidiary of the Company, as the case may be. 

(g)Unless otherwise determined by the Board at the time of the granting of the stock options, one-quarter of the stock options granted to an optionee vest on each of the 6 month, 12 month, 18 month and 24 month anniversaries of the grant date. 

(h)Except in limited circumstances in the case of the death of an optionee, stock options shall not be assignable or transferable.

(i)Disinterested shareholder approval is required prior to any reduction in the exercise price of a stock option if the optionee holding such stock option is an insider of the Company.

(j)The Company may amend from time to time the terms and conditions of the Option Plan by resolution of the Board.  Any amendments shall be subject to the prior consent of any applicable regulatory bodies, including the TSX Venture Exchange (to the extent such consent is required).

(k)The Board has full and final discretion to interpret the provisions of the Option Plan, and all decisions and interpretations made by the Board shall be binding and conclusive upon the Company and all optionees, subject to shareholder approval if required by the TSX Venture Exchange. 

(l)The Option Plan does not provide for financial assistance by the Company to an optionee in connection with an option exercise.

The following table reflects certain information about the number of securities issued and available under the Option Plan, all of which information is stated as of April 25, 2023.

(1)All of these stock options vested four months after their grant date.  40,000 of these stock options were granted on July 5, 2019 and expire on July 5, 2024.  The other 1,000,000 of these stock options were granted on June 24, 2019 and expire on June 24, 2024. 

A copy of the Option Plan is incorporated by reference into this Form 20-F as Exhibit 4.1. 

Item 7.  Major Shareholders and Related Party Transactions

A.  Major Shareholders

To the knowledge of management of the Company, based on a review of publicly available filings, the following is the only person or company who beneficially owns 5% or more of the outstanding common shares of the Company. 

(1)The information in these columns of the table is as at April 25, 2023.

(2)Mr. Kondrat is Chief Executive Officer, President and a director of the Company. 

(3)With respect to the common shares of the Company currently held by Mr. Kondrat, 1,012,500 of such shares were acquired by Mr. Kondrat in 2015, 2,055,000 of such shares were acquired by Mr. Kondrat in 2017, 10,725,000 of such shares were acquired by Mr. Kondrat in 2018, and 3,000,000 of such shares were acquired by Mr. Kondrat in 2019. 

The shareholder disclosed above does not have any voting rights with respect to his common shares of the Company that are different from any other holder of common shares of the Company.

As of April 25, 2023, based on the Company's shareholders' register, there were 23 shareholders of record of the Company's common shares in the United States, holding 16.74% of the outstanding common shares of the Company. 

Control by Foreign Government or Other Persons

To the best of the knowledge of management of the Company, other than as disclosed in this Form 20-F, the Company is not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person, severally or jointly.

Change of Control

As of the date of this Form 20-F, there are no arrangements known to the Company which may at a subsequent date result in a change in control of the Company.  

B.  Related Party Transactions

See Item 4 of this Form 20-F for information with respect to the private placement financings carried out by the Company in 2018 and 2019 involving directors and officers of the Company. 

C.  Interests of Experts and Counsel

This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.

Item 8.  Financial Information

A.  Consolidated Statements and Other Financial Information

Consolidated Financial Statements

The consolidated financial statements of the Company are filed as part of this annual report under Item 18.

Legal or Arbitration Proceedings

The Company is not aware of any current or pending material legal or arbitration proceeding to which it is or is likely to be a party or of which any of its properties are or are likely to be the subject.

The Company is not aware of any material proceeding in which any director, member of senior management or affiliate of the Company is either a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. 

Dividend Policy

The Company has not paid any dividend or made any other distribution in respect of its outstanding shares and management does not anticipate that the Company will pay dividends or make any other distribution in respect on its shares in the foreseeable future.  The Company's Board, from time to time, and on the basis of any earnings and the Company's financial requirements or any other relevant factor, will determine the future dividend or distribution policy of the Company with respect to its shares.

B.  Significant Changes

There have been no significant changes in the affairs of the Company since the date of the audited annual consolidated financial statements of the Company as at and for the year ended December 31, 2022.

Item 9.  The Offer and Listing

A.  Offer and Listing Details

On February 23, 2023, the listing of the Company's common shares was transferred by the TSX Venture Exchange (the "TSXV") from Tier 2 of the TSXV to the NEX Board of the TSXV.  The trading symbol of such shares on NEX is "GNT.H".  The Company's common shares were listed on Tier 2 of the TSXV from November 7, 2011 to February 22, 2023. 

The Company's common shares are also quoted in the United States on the OTC Pink tier of the OTC Link (the "OTC Pink") under the trading symbol "GNTOF", and have been so quoted since May 1, 2015.  Prior to May 1, 2015, such shares were quoted in the United States on the OTCQB tier of the OTC Link. 

TSX Venture Exchange

The following table discloses the annual high and low sales prices in Canadian dollars for the common shares of the Company for the five most recent financial years of the Company as traded on Tier 2 of the TSX-V or NEX, as applicable. 

The following table discloses the high and low sales prices in Canadian dollars for the common shares of the Company for each quarterly period within the two most recent financial years of the Company, and for the most recently completed fiscal quarter of the Company, all as traded on Tier 2 of the TSX-V or NEX, as applicable. 

The following table discloses the monthly high and low sales prices in Canadian dollars for the common shares of the Company for the most recent six months as traded on Tier 2 of the TSX-V or NEX, as applicable. 

(1) The common shares of the Company did not trade on NEX or Tier 2 of the TSX-V, as applicable, during this period. 

OTC Pink

The following table discloses the annual high and low market prices in United States dollars for the common shares of the Company for the five most recent financial years of the Company as traded on the OTC Pink. 

The following table discloses the high and low market prices in United States dollars for the common shares of the Company for each quarterly period within the two most recent financial years of the Company and the most recently completed fiscal quarter of the Company, as traded on the OTC Pink.   

_____________________________

(1)The common shares of the Company did not trade on the OTC Pink during these periods. 

The common shares of the Company did not trade on the OTC Pink during the most recent six months.

B.  Plan of Distribution

This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.

C.  Markets

The Company's outstanding common shares are listed on the NEX Board of the TSXV and are also quoted in the United States on the OTC Pink. 

D.  Selling Shareholder

Not applicable.

E.  Dilution

Not applicable.

F.  Expenses of the Issue

Not applicable.

Item 10.  Additional Information

A.  Share Capital

This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.

B.  Memorandum and Articles of Association

Copies of the articles of association and amended memorandum of association of the Company are incorporated by reference into this Form 20-F as Exhibit 1.1 and Exhibit 1.2, respectively. 

The Company is a corporation governed by the Companies Law (2011 Revision) of the Cayman Islands (the "Companies Law") and is registered with the Registrar of Companies for the Cayman Islands under registration number 266618.  Under the Companies Law, the memorandum of association of the Company may, by "special resolution" (see below for definition), be amended with respect to any objects, powers or other matters specified therein.  Under the Companies Law, "special resolution" means a resolution passed at a general meeting by a majority of not less than two-thirds of the votes cast by the shareholders who are entitled to vote in respect of that resolution or, if so authorized by the Company's articles of association, a resolution in writing signed by all the shareholders entitled to vote on that resolution.

The Company's memorandum of association provides that the Company's objects are unrestricted.

The Company's authorized share capital consists of US$400,000 divided into 500,000,000 common shares with a par value of US$0.0008 per share, of which 38,906,742 common shares were issued and outstanding as of April 25, 2023.  The following is a summary of the material provisions attaching to the common shares:

The holders of the Company's common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of the shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series.  Holders of the common shares are not entitled to preemptive rights, and the common shares are not subject to conversion rights, redemption provisions, or sinking fund provisions.  Subject to the prior rights of any shares ranking senior to the common shares (of which there are also presently none), the holders of the common shares are entitled to (i) receive any dividends as and when declared by the Board, out of the assets of the Company properly applicable to the payment of dividends, in such amount and in such form as the Board may from time to time determine, and (ii) receive the remaining property of the Company in the event of any liquidation, dissolution or winding-up of the Company. 

Under the Company's articles of association, a director of the Company may only be (a) a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested, or (b) be interested in another corporation in which the Company is interested, if the director discloses the nature and extent of his interest to the other directors of the Company and such other directors resolve to approve the director's interest.  Such a director may vote on any resolution concerning a matter in which the director has an interest so long as the director disclosed such interest in accordance with the Company's articles of association.

Also under the Company's articles of association, the Company's directors may be paid such remuneration for their services as the Board may from time to time determine.  The directors are also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof. 

With respect to borrowing powers, the Company's articles of associationprovide that the directors of the Company may by resolution exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party. 

A director of the Company need not be a shareholder of the Company.

The annual meeting of shareholders of the Company is held at such time in each year (but not later than 15 months after holding the last preceding annual meeting of shareholders) and at such place as the Board may from time to time determine.  The Board has the power to call a special meeting of shareholders of the Company at any time.

The only persons entitled to be present at a meeting of shareholders are those entitled to vote thereat, the directors and, if the Company's financial statements are to be presented, the auditor of the Company and others who, although not entitled to vote, are entitled or required under any provision of the Companies Law or the articles of association of the Company to be present at the meeting.  Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting.

A quorum for the transaction of business at any meeting of shareholders is two persons present in person or by proxy representing not less than 5% of the votes of the shares entitled to vote on resolutions to be considered at the meeting. 

Disclosure of Share Ownership

In general, under applicable securities regulation in Canada, a person or company who beneficially owns, directly or indirectly, voting securities of an issuer or who exercises control or direction over voting securities of an issuer or a combination of both, carrying more than 10% of the voting rights attached to all the issuer's outstanding voting securities is an insider and must, within 10 days of becoming an insider, file a report in the required form effective the date on which the person became an insider.  The report must disclose any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer.  Additionally, securities regulation in Canada provides for the filing of a report by an insider of a reporting issuer whose holdings change, which report must be filed within five days from the day on which the change takes place.

The rules in the U.S. governing the ownership threshold above which shareholder ownership must be disclosed are more stringent than those discussed above.  Section 13 of the U.S. Exchange Act imposes reporting requirements on persons who acquire beneficial ownership (as such term is defined in Rule 13d-3 under the U.S. Exchange Act) of more than 5% of a class of an equity security registered under Section 12 of the U.S. Exchange Act.  In general, such persons must file, within 10 days after such acquisition, a report of beneficial ownership with the SEC containing the information prescribed by the regulations under Section 13 of the U.S. Exchange Act.  This information is also required to be sent to the issuer of the securities and to each exchange where the securities are traded. 

C.  Material Contracts

Except for contracts entered into in the ordinary course of business and other than as may be referred to elsewhere in this Form 20-F, there are no material contracts to which the Company is currently a party that were entered into by the Company or any of its subsidiaries during the two years immediately preceding the date of this Form 20-F. 

D.  Exchange Controls

There are no governmental laws, decrees, regulations or other legislation, including foreign exchange controls, in Canada or the Cayman Islands which may affect the export or import of capital or that may affect the remittance of dividends, interest or other payments to non-resident holders of the Company's securities. 

E.  Certain United States and Canadian Income Tax Considerations

(1)  Certain United States Federal Income Tax Considerations

The following is a general summary of certain material U.S. federal income tax considerations applicable to a shareholder arising from and relating to the acquisition, ownership and disposition of common shares of the Company ("Common Shares").

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a particular shareholder arising from and relating to the acquisition, ownership and disposition of Common Shares.  In addition, this summary does not take into account the individual facts and circumstances of any particular shareholder that may affect the U.S. federal income tax consequences to such shareholder, including specific tax consequences to a shareholder under an applicable tax treaty.  Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any shareholder.  This summary does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to shareholders of the acquisition, ownership and disposition of Common Shares.  Except as specifically set forth below, this summary does not discuss applicable tax reporting requirements.  Each prospective shareholder should consult its own tax advisor regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of Common Shares.

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the "IRS") has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership and disposition of Common Shares.  This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary.  In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.

Scope of This Disclosure

Authorities

This summary is based on the Internal Revenue Code of 1986 (the "Code"), U.S. Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this summary.  Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary.  This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term "U.S. Holder" means a beneficial owner of Common Shares that is for U.S. federal income tax purposes:

(i)an individual who is a citizen or resident of the U.S.;

(ii)a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;

(iii)an estate whose income is subject to U.S. federal income taxation regardless of its source; or

(iv)a trust that (A) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (B) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a "non-U.S. Holder" is a beneficial owner of Common Shares that is not a U.S. Holder and is not treated as a partnership (or entity or arrangement classified as a partnership) for U.S. federal income tax purposes.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations to Company shareholders that are subject to special provisions under the Code, including the following: (i) shareholders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (ii) shareholders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (iii) shareholders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (iv) shareholders that have a "functional currency" other than the U.S. dollar; (v) shareholders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (vi) shareholders that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (vii) shareholders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (viii) U.S. expatriates or former long-term residents of the United States; (ix) controlled foreign corporations and passive foreign investment companies; (x) shareholders subject to special tax accounting rules; (xi) shareholders that are partnerships or other pass-through entities (and investors in such partnerships and entities); (xii) shareholders that are subject to the alternative minimum tax; (xiii) shareholders that are S corporations (and shareholders thereof); (xiv) shareholders which are corporations organized outside the U.S., any state thereof or the District of Columbia that are nonetheless treated as U.S. taxpayers for U.S. federal income tax purposes; and (xv) shareholders that own or have owned, directly, indirectly, or by attribution, 5% or more, by voting power or value, of the outstanding Common Shares.  Shareholders that are subject to special provisions under the Code, including shareholders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal estate and gift, U.S. state and local tax, and non-U.S. tax consequences relating to the ownership and disposition of Common Shares.

If an entity or arrangement that is classified as a partnership (or a "pass-through" entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership and the partners of such partnership of the ownership and disposition of Common Shares generally will depend in part on the activities of the partnership and the status of such partners.  This summary does not address the tax consequences to any such partner or partnership.  Partners of entities or arrangements that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of Common Shares.

Treatment of the Company as a U.S. Corporation

The Company believes that it should be treated as a U.S. domestic corporation for U.S. federal income tax purposes under Section 7874 of the Code and be subject to U.S. tax on its worldwide income.  The Company has not sought or obtained an opinion of legal counsel or a ruling from the IRS regarding the treatment of the Company as a U.S. domestic corporation.  Accordingly, there can be no assurance that the IRS will not challenge the treatment of the Company as a U.S. domestic corporation or that the U.S. courts will uphold the status of the Company as a U.S. domestic corporation in the event of an IRS challenge.  This summary assumes that the Company will be treated as a U.S. domestic corporation for U.S. federal income tax purposes. 

General U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of Common Shares by U.S. Holders

Distributions on Common Shares

The Company does not intend to pay any dividends on the Common Shares in the foreseeable future.  In the event that the Company pays dividends on the Common Shares, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution in gross income as a dividend to the extent of the current or accumulated "earnings and profits" of the Company, as computed for U.S. federal income tax purposes.  To the extent that a distribution exceeds the current and accumulated "earnings and profits" of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the Common Shares and thereafter as gain from the sale or exchange of such shares taxable as described under "Sale or Other Taxable Disposition of Common Shares" below.  Subject to applicable limitations and requirements, dividends received on the Common Shares generally should be eligible for the "dividends received deduction" available to corporate shareholders.

A dividend paid to a U.S. Holder who is an individual, estate or trust by the Company generally will be taxed at the preferential tax rates applicable to long-term capital gains if certain holding period and other requirements are met.  The dividend rules are complex and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of Common Shares, a U.S. Holder generally will recognize a capital gain or loss in an amount equal to the difference between (i) the amount of cash plus the fair market value of any property received and (ii) such U.S. Holder's tax basis in the shares sold or otherwise disposed of.  Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the shares have been held for more than one year. 

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust.  There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation.  Deductions for capital losses are subject to significant limitations under the Code.

Receipt of Foreign Currency

Amounts paid to a U.S. Holder in foreign currency generally will be equal to the U.S. dollar value of such distribution based on the exchange rate applicable on the date of receipt.  A U.S. Holder that does not convert foreign currency received into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt.  Such U.S. Holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S. dollars), which generally would be treated as U.S. source ordinary income for foreign tax credit purposes.  Different rules apply to U.S. Holders who use the accrual method of tax accounting.

Backup Withholding and Information Reporting

Information reporting requirements generally will apply to payments of dividends on Common Shares and to the proceeds of a sale of Common Shares paid to a U.S. Holder unless the U.S. Holder is an exempt recipient (such as a corporation).  Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Common Shares will generally be subject to information reporting and backup withholding tax, at the rate of 24%, if a U.S. Holder (i) fails to furnish such U.S. Holder's correct U.S. taxpayer identification number (generally on Form W-9), (ii) furnishes an incorrect U.S. taxpayer identification number, (iii) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (iv) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax.  However, certain exempt persons generally are excluded from these information reporting and backup withholding rules.  Backup withholding is not an additional tax.  Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder's U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.  U.S. Holders should consult with their own tax advisors regarding the information reporting and backup withholding rules.

General U.S. Tax Consequences Related to the Ownership and Disposition of Common Shares by Non-U.S. Holders

Distributions on Common Shares

The Company does not intend to pay any dividends on the Common Shares in the foreseeable future.  In the event that the Company pays dividends on the Common Shares, a non-U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to treat such distribution as a dividend to the extent of the current or accumulated "earnings and profits" of the Company, as computed for U.S. federal income tax purposes.  To the extent that a distribution exceeds the current and accumulated "earnings and profits" of the Company, such distribution will be treated (i) as a tax-free return of capital to the extent of a non-U.S. Holder's tax basis in the Common Shares and (ii) thereafter as gain from the sale or exchange of such shares.  Any such distributions would also be subject to the discussions below regarding backup withholding and FATCA (as defined below).

Any amount treated as a dividend generally will be subject to withholding tax at a 30% gross rate, subject to any exemption or lower rate under an applicable treaty if the non-U.S. Holder provides the Company with a properly executed IRS Form W-8BEN or W-8BEN-E, unless the non-U.S. Holder instead supplies a properly executed IRS Form W-8ECI (or other applicable form) relating to income effectively connected with the conduct of a trade or business within the U.S.  To the extent a distribution from the Company is treated as a dividend effectively connected with the conduct of a trade or business within the U.S. and includible in the non-U.S. Holder's gross income, it will not be subject to the withholding tax (assuming proper certification and disclosure), but instead will be subject to U.S. federal income tax on a net income basis at applicable graduated individual or corporate rates.  Any such effectively connected income received by a non-U.S. corporation may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate, subject to any exemption or lower rate as may be specified by an applicable income tax treaty.

A non-U.S. Holder who wishes to claim the benefit of an applicable treaty rate or exemption is required to satisfy certain certification and other requirements.  If a non-U.S. Holder is eligible for an exemption from or a reduced rate of U.S. withholding tax pursuant to an income tax treaty, it may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.  Amounts taxable to a non-U.S. Holder as gain from the sale or exchange of Common Shares will be taxable as described  under "Sale or Other Taxable Disposition of Common Shares" below.

Sale or Other Taxable Disposition of Common Shares

In general, a non-U.S. Holder of Common Shares will not be subject to U.S. federal income tax on gain recognized from a sale, exchange, or other taxable disposition of such shares, unless one of the circumstances described below exist.

If the gain is effectively connected with a U.S. trade or business carried on by the non-U.S. Holder (and, where an income tax treaty applies, is attributable to U.S. permanent establishment of the non-U.S. Holder), such holder will be subject to tax on the net gain derived from the sale or other taxable disposition of Common Shares under regular graduated U.S. federal income tax rates.  If a non-U.S. Holder is a non-U.S. corporation, it will be subject to tax on its net gain from such a sale or other taxable disposition generally in the same manner as if it were a U.S. person as defined under the Code and, in addition, it may be subject to the branch profits tax at a gross rate equal to 30% of its effectively connected earnings and profits for that taxable year, subject to any exemption or lower rate as may be specified by an applicable income tax treaty. 

If a non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of disposition and certain other conditions are met, such holder will be subject to tax at a rate of 30% (or subject to any exemption or lower rate as may be specified by an applicable income tax treaty) on the gain derived from the sale or other taxable disposition of Common Shares even though such holder is not considered a resident of the U.S.  The amount of such gain may be offset by the non-U.S. Holder's U.S. source capital losses.

If the Common Shares qualify as a "United States real property interest" ("USRPI"), gain from the sale or disposition of a non-U.S. Holder's shares will be subject to special U.S. federal income tax rules applicable to dispositions of U.S. real estate by foreign persons.  If at any time during the shorter of the non-U.S. Holder's holding period or the 5-year period ending on the date of disposition of the Common Shares, the Company (or a predecessor entity) qualifies as a "United States Real Property Holding Corporation" ("USRPHC"), a non-U.S. Holder will be treated as having disposed of a USRPI and, thus, will be subject to U.S. federal net income tax on gain from a sale of Common Shares at graduated rates as if the gain or loss were effectively connected with the conduct of a U.S. trade or business unless an exception applies for shares of a USRPHC which are "regularly traded on an established securities market" within the meaning of Section 897 of the Code (the "Regularly Traded Exception").  A "USRPHC" is a U.S. domestic corporation whose trade or business and real property assets consist primarily of USRPIs.  For purposes of these rules, a "USRPI" includes land, buildings and other improvements, growing crops and timber, and mines, wells and other natural deposits (including, oil and gas properties and mineral deposits) located in the United States as well as equity interests in a USRPHC. 

Under the Regularly Traded Exception, a disposition of stock of a USRPHC that is regularly traded on an established securities market will only be subject to U.S. federal income taxation in the case of a person who, directly or constructively, at any time during the five year period ending on the date of the disposition of stock, held more than 5% of that class of stock.  There can be no assurance that the Common Shares will satisfy the Regularly Traded Exception at any particular point in the future.

The Company does not believe that it is currently a USRPHC for U.S. federal income tax purposes, though it could become a USRPHC in the future.  Non-U.S. Holders should consult with their own tax advisors regarding the consequences if the Company is, has been or will be a USRPHC.

Information Reporting and Withholding

Generally, the Company must report annually to the IRS and to non-U.S. Holders the amount of dividends paid to non-U.S. Holders and the amount of tax, if any, withheld with respect to those payments.  Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which a non-U.S. Holder resides under the provisions of an applicable income tax treaty.

In general, a non-U.S. Holder will not be subject to backup withholding with respect to payments of dividends paid, provided the Company receives a statement meeting certain requirements to the effect that the non-U.S. Holder is not a U.S. person and that the Company does not have actual knowledge or reason to know that the holder is a U.S. person, as defined under the Code, that is not an exempt recipient.  The requirements for the statement will be met if (i) the non-U.S. Holder provides its name and address and certifies, under penalty of perjury, that it is not a U.S. person (which certification may be made on IRS Form W-8BEN or W-8BEN-E) or (ii) a financial institution holding the instrument on behalf of the non-U.S. Holder certifies, under penalty of perjury, that such statement has been received by it and furnishes the Company or its paying agent with a copy of the statement.  In addition, a non-U.S. Holder will be subject to information reporting and, depending on the circumstances, backup withholding with respect to payments of the proceeds of a sale of Common Shares within the U.S. or conducted through certain U.S.-related financial intermediaries, unless the statement described above has been received, and the Company does not have actual knowledge or reason to know that a holder is a U.S. person, as defined under the Code, or that it is not an exempt recipient, or the non-U.S. Holder otherwise establishes an exemption.  Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. Holder's U.S. federal income tax liability provided the required information is furnished timely to the IRS.

Sections 1471 through 1474 of the Code (commonly referred to as "FATCA") impose a reporting regime and potentially a 30% withholding tax on certain payments made to or through (i) a "foreign financial institution" (as specifically defined in the Code) that does not enter into an agreement with the IRS to provide the IRS with certain information in respect of its account holders and investors or (ii) a "non-financial foreign entity" (as specifically defined in the Code) that does not provide sufficient information with respect to its substantial U.S. owners (if any). The United States has entered into, and continues to negotiate, intergovernmental agreements (each, an "IGA") with a number of other jurisdictions to facilitate the implementation of FATCA. An IGA may significantly alter the application of FATCA and its information reporting and withholding requirements with respect to any particular investor.

FATCA withholding may apply to payments of dividends in respect of the Common Shares if the payee does not provide documentation (typically IRS Form W-9 or the relevant IRS Form W-8) providing the required information or establishing compliance with, or an exemption from, FATCA. FATCA is particularly complex and its application remains uncertain. In addition, subject to the discussion regarding proposed U.S. Treasury Regulations, the FATCA withholding tax would apply to the gross proceeds payable upon the sale, exchange or other disposition of the Common Shares.  Proposed U.S. Treasury Regulations eliminate the FATCA withholding tax on payments of gross proceeds and taxpayers may rely on these proposed Treasury regulations until final U.S. Treasury Regulations are issued.  There can be no assurance that final U.S. Treasury Regulations would provide an exemption from the FATCA withholding tax for gross proceeds. Non-U.S. Holders should consult their own tax advisors regarding how these rules may apply in their particular circumstances.

(2)  Certain Canadian Federal Income Tax Considerations

The following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder, as amended (collectively, the "Tax Act"), generally applicable to a holder who, for the purposes of the Tax Act and at all relevant times, holds common shares in the capital of the Company (the "Common Shares") as capital property and deals at arm's length with, and is not affiliated with, the Company (a "Holder").  Common Shares will generally be considered to be capital property to a Holder unless the Holder holds such Common Shares in the course of carrying on a business of buying and selling securities or has acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) with respect to whom the Company is or will be a "foreign affiliate" within the meaning of the Tax Act, (ii) that is a "financial institution" for the purposes of the mark-to-market rules under the Tax Act, (iii) an interest in which is a "tax shelter" or a "tax shelter investment" as defined in the Tax Act, (iv) that is a "specified financial institution" as defined in the Tax Act, (v) who has made a "functional currency" election under section 261 of the Tax Act, or (vi) that has entered into or will enter into, with respect to the Common Shares, a "derivative forward agreement" as defined in the Tax Act.  Any such Holder should consult its own tax advisor. 

This summary is based on the current provisions of the Tax Act and an understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") released prior to the date hereof.  This summary takes into account all proposed amendments to the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) ("Finance") prior to the date hereof (the "Proposed Amendments") and assumes that such Proposed Amendments will be enacted in the form proposed, although no assurance can be given that the Proposed Amendments will be enacted in their current form or at all.  Except for the Proposed Amendments, this summary does not take into account or anticipate any other changes in law or any changes in the CRA's administrative policies and assessing practices, whether by judicial, governmental or legislative action or decision, nor does it take into account other federal or any provincial, territorial or foreign tax legislation or considerations, which may differ from the Canadian federal income tax considerations described herein.  This summary assumes that the Company is not resident in Canada for the purposes of the Tax Act. 

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations are made with respect to the income tax considerations applicable to any particular Holder.  Accordingly, Holders are urged to consult their own tax advisors about the specific tax consequences to them of acquiring, holding and disposing of Common Shares.

Currency Conversion

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of securities (including dividends, adjusted cost base and proceeds of disposition) must generally be expressed in Canadian dollars.  Amounts denominated in foreign currencies must be converted into Canadian dollars generally based on the exchange rate quoted by the Bank of Canada on the date such amounts arise or such other rate of exchange as is acceptable to the Minister of National Revenue (Canada).

Residents of Canada

The following discussion applies to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times, is resident in Canada (a "Resident Holder").

Dividends on Common Shares

A Resident Holder will be required to include in computing such Holder's income for a taxation year the amount of dividends, if any, received on Common Shares.  Gentor is not a "taxable Canadian corporation".  Therefore, dividends received on Common Shares by a Resident Holder who is an individual will not be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from taxable Canadian corporations.  A Resident Holder that is a corporation will not be entitled to deduct the amount of dividends received on Common Shares in computing its taxable income. 

Disposition of Common Shares

A disposition or deemed disposition of Common Shares by a Resident Holder will generally result in a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of the disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Common Shares immediately before the disposition.  See "Taxation of Capital Gains and Capital Losses" below.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder will be included in the Resident Holder's income for the year of disposition.  One-half of any capital loss (an "allowable capital loss") realized by a Resident Holder in a taxation year is generally required to be deducted by the Holder against taxable capital gains in that year (subject to, and in accordance with, the provisions of the Tax Act).  Any excess of allowable capital losses over taxable capital gains of a Resident Holder realized in a taxation year may be carried back up to three taxation years or forward indefinitely and deducted against net taxable capital gains realized in such years, to the extent and under the circumstances provided in the Tax Act.

Capital gains realized by an individual or trust, other than certain specified trusts, may give rise to a liability for alternative minimum tax under the Tax Act.

Offshore Investment Fund Property Rules

The Tax Act contains provisions (the "OIF Rules") which, in certain circumstances, may require a Resident Holder to include an amount in income in each taxation year in respect of the acquisition and holding of Common Shares if (1) the value of such Common Shares may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in: (i) shares of the capital stock of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (viii) rights or options to acquire or dispose of any of the foregoing, or (ix) any combination of the foregoing (collectively, "Investment Assets"); and (2) it may reasonably be concluded that one of the main reasons for the Resident Holder acquiring, holding or having the Common Shares was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act if the income, profits and gains had been earned directly by the Resident Holder.

In making this determination, the OIF Rules provide that regard must be had to all of the circumstances, including (i) the nature, organization and operation of any non-resident entity, including the Company, and the form of, and the terms and conditions governing, the Resident Holder's interest in, or connection with, any such non-resident entity, (ii) the extent to which any income, profit and gains that may reasonably be considered to be earned or accrued, whether directly or indirectly, for the benefit of any such non-resident entity, including the Company, are subject to an income or profits tax that is significantly less than the income tax that would be applicable to such income, profits and gains if they were earned directly by the Resident Holder, and (iii) the extent to which any income, profits and gains of any such non-resident entity, including the Company, for any fiscal period are distributed in that or the immediately following fiscal period.

The CRA has taken the position that the term "portfolio investments" should be given a broad interpretation.  Nevertheless the Company does not believe that the value of its Common Shares should be regarded as being derived, directly or indirectly, from portfolio investments.  Nevertheless it is possible that the CRA or a Court could take a different view, in which case the applicability of the provision may depend on the determination referred to in the immediately preceding paragraph regarding the reasons for the acquisition and holding of the Common Shares.

If applicable, the OIF Rules can result in a Resident Holder being required to include in its income for each taxation year in which such Resident Holder owns the Common Shares the amount, if any, by which (i) an imputed return based on the Resident Holder's "designated cost" (as defined in the Tax Act) of the Common Shares exceeds (ii) any dividends or other amounts included in computing such Holder's income for the year (other than a capital gain) in respect of the Common Shares determined without reference to the OIF Rules.  Any amount required to be included in computing a Resident Holder's income under these provisions will be added to the adjusted cost base of the Common Shares.

The OIF Rules are complex and their application will potentially depend, in part, on the reasons for a Resident Holder acquiring or holding Common Shares.  Resident Holders should consult their own tax advisors regarding the application and consequences of the OIF Rules in their own particular circumstances.

Additional Refundable Tax

A Resident Holder that is, throughout its taxation year, a "Canadian-controlled private corporation" ("CCPC") or "Substantive CCPC" (as defined in the Tax Act) may be liable to pay a refundable tax in respect of its "aggregate investment income" (as defined in the Tax Act), including taxable capital gains and certain dividends.

Foreign Property Information Reporting

A Resident Holder that is a "specified Canadian entity" for a taxation year or a fiscal period and whose total "cost amount" of "specified foreign property" (as such terms are defined in the Tax Act), including Common Shares, at any time in the year or fiscal period exceeds Cdn$100,000 will be required to file an information return with the CRA for the year or period disclosing prescribed information in respect of such property.  The Common Shares will be "specified foreign property" for this purpose.  Substantial penalties may apply where a Resident Holder fails to file the required information return in respect of its specified foreign property on a timely basis in accordance with the Tax Act.   

The foreign information reporting rules in the Tax Act are complex and this summary does not purport to address all circumstances in which reporting may be required by a Resident Holder.  Resident Holders should consult their tax advisors regarding these rules.

Shareholders Not Resident in Canada

The following discussion applies to a Holder who at all relevant times: (i) has not been, is not, and will not be resident or deemed to be resident in Canada for purposes of the Tax Act or any applicable tax treaty; and (ii) does not and will not use or hold, and is not and will not be deemed to use or hold, Common Shares in connection with, or in the course of, carrying on a business in Canada (a "Non-Resident Holder").  Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere.  Such a non-resident insurer should consult its own tax advisors.

Dividends on Common Shares

Dividends paid in respect of Common Shares to a Non-Resident Holder will not be subject to Canadian withholding tax or other income tax under the Tax Act. 

Disposition of Common Shares

A Non-Resident Holder who disposes or is deemed to dispose of Common Shares will not be subject to Canadian income tax in respect of any capital gain realized on the disposition unless such Common Shares constitute "taxable Canadian property" for the purposes of the Tax Act and no exemption is available under an applicable income tax convention between Canada and the jurisdiction in which the Non-Resident Holder is resident.

Generally, Common Shares will not be taxable Canadian property at a particular time to a Non-Resident Holder provided that the Common Shares are listed on a designated stock exchange (which includes the TSX-V)at that time, unless at any time during the sixty month period immediately preceding the disposition of the Common Shares by such Non-Resident Holder both (a) (i) the Non-Resident Holder, (ii) persons not dealing at arm's length with such Non-Resident Holder, (iii) partnerships in which the Non-Resident Holder or a person mentioned in (a) (ii) holds a membership interest directly or indirectly through one or more partnerships, or (iv) any combination of (a) (i) to (iii), owned 25% or more of the issued shares of any class or series of the capital stock of the Company; and (b) at that time more than 50% of the value of such shares was attributable to resource properties or real properties situated in Canada.  The Company has advised that, based on the historical and contemplated assets of the Company, the Common Shares should not be taxable Canadian property to a Non-Resident Holder.

F.Dividends and Paying Agents

This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.

G.  Statement By Experts

This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.

H.  Documents on Display

The documents referred to and/or incorporated by reference in this Form 20-F can be viewed at the office of the Company at 4120 Yonge Street, Suite 304, Toronto, Ontario, M2P 2B8, Canada.  The Company is required to file financial statements and other information with the securities regulatory authorities in each of the Canadian provinces of Ontario, British Columbia and Alberta, electronically through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), which can be viewed at www.sedar.com.  The Company is subject to the informational requirements of the U.S. Exchange Act and files reports and other information with the SEC.  The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov.   

I.  Subsidiary Information

Not applicable. 

Item 11.  Quantitative and Qualitative Disclosures About Market Risk.

See Note 8 to the Company's audited consolidated financial statements filed as part of this Form 20-F under Item 18. 

Item 12.  Descriptions of Securities Other than Equity Securities

Not applicable. 

PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies.

Not applicable. 

Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds.

14.A.-B.  Modifications to the Rights of Security Holders

In February 2012, the Company completed a corporate reorganization, as a result of which Gentor's corporate jurisdiction was moved from Florida to the Cayman Islands.  This corporate reorganization was carried out by a two-step process involving a merger of Gentor Resources, Inc. (the Florida company) with and into its wholly-owned Wyoming subsidiary, followed by a continuation of the surviving company into the Cayman Islands.  Accordingly, the rights of the Company's common shares became governed by its memorandum and articles of association and the laws of the Cayman Islands.  The rights attaching to each common share remained substantially equivalent.  For a detailed comparison of shareholder rights under the laws of Florida and under the laws of the Cayman Islands, you may refer to the section titled "Material Differences of the Rights of Our Shareholders After the Reorganization" in the Company's Information Circular/Proxy Statement filed as Exhibit 99.3 to the Form 8-K of the Company filed on January 11, 2012, which section is incorporated herein by reference. 

By amended memorandum of association effective on September 12, 2017, the Company's outstanding common shares were consolidated on an eight to one basis.

By amended memorandum of association effective on October 10, 2018, the authorized share capital of the Company was increased by changing the authorized share capital of the Company from US$50,000 divided into 62,500,000 common shares with a par value of US$0.0008 per share to US$400,000 divided into 500,000,000 common shares with a par value of US$0.0008 per share. 

14.C. 

Not applicable.

14.D. 

Not applicable.

14.E.  Use of Proceeds

Not applicable.

Item 15.  Controls and Procedures.

(a)Disclosure Controls and Procedures

Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the U.S. Exchange Act) for the year ended December 31, 2022.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the U.S. Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms.

In addition, the Company's Chief Executive Officer and Chief Financial Officer have determined that the disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed under the U.S. Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b)Management's Annual Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Exchange Act.  The Company's management has employed a framework consistent with U.S. Exchange Act Rule 13a-15(c), to evaluate the Company's internal control over financial reporting described below.  The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the design and operation of the Company's internal control over financial reporting as of December 31, 2022 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2022 and no material weaknesses were discovered.

(c)Attestation Report of the Registered Public Accounting Firm

This Form 20-F does not include an attestation report of the Company's independent auditors regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company's independent auditors as the Company qualifies as a non-accelerated filer.

(d)Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the year ended December 31, 2022, that management believes have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company's management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived 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 controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 16.  [Reserved]

Item 16.A.  Audit Committee Financial Expert

The Company's Board has determined that William R. Wilson satisfies the requirements as an audit committee financial expert, in that he has an understanding of generally accepted accounting principles and financial statements; is able to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that can reasonably be expected to be raised by the Company's financial statements (or experience actively supervising one or more persons engaged in such activities); has an understanding of internal controls over financial reporting; and has an understanding of audit committee functions.

Mr. Wilson is also independent within the meaning of Section 803A of the NYSE American Company Guide and Rule 10A-3 of the U.S. Exchange Act (although the Company's common shares are not listed on the NYSE American but are quoted on the OTC Pink).

Item 16.B.  Code of Ethics.

The Company has adopted a code of business conduct and ethics for directors, officers and employees (including the Company's principal executive officer, principal financial officer and principal accounting officer) (the "Code").  A copy of the Code is incorporated by reference into this Form 20-F as Exhibit 11.1.  A copy of the Code may also be obtained from the Chief Financial Officer of the Company at (416) 361-2510 and is also available on SEDAR at www.sedar.com, EDGAR at www.sec.gov and the Company's website at www.gentorresources.com.  Each director, officer and employee of the Company is provided with a copy of the Code and is required to confirm annually that he or she has complied with the Code.  Any observed breaches of the Code must be reported to the Company's Chief Executive Officer.

No amendment was made to the Code during the Company's most recently completed financial year and no waiver from a provision of the Code was granted by the Company during the Company's most recently completed financial year.

In accordance with the articles of association of the Company, a director of the Company may only be (a) a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested, or (b) interested in another corporation in which the Company is interested, if the director discloses the nature and extent of his interest to the other directors of the Company and such other directors resolve to approve the director's interest.  In addition, in certain cases, an independent committee of the Company's Board may be formed to deliberate on such matters in the absence of the interested party. 

The Company has also adopted a "whistleblower" policy which provides employees, consultants, officers and directors with the ability to report, on a confidential and anonymous basis, violations within the Company's organization including, (but not limited to), questionable accounting practices, disclosure of fraudulent or misleading financial information, instances of corporate fraud, or harassment.  The Company believes that providing a forum for such individuals to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical business conduct. 

Item 16.C.  Principal Accountant Fees and Services

The following summarizes the total fees billed by Kreston GTA LLP, Markham, Ontario, Canada (PCAOB ID 6644), the external auditors of the Company, for each of the years ended December 31, 2022 and December 31, 2021.  All dollar amounts are exclusive of applicable taxes. 

In accordance with existing Audit Committee policy and the requirements of the Sarbanes-Oxley Act of 2002, all services to be provided by the external auditors of the Company are subject to pre-approval by the Audit Committee.  This includes audit services, audit-related services, tax services and other services.  In some cases, pre-approval is provided by the full Audit Committee for up to a year, and relates to a particular category or group of services and is subject to a specific budget.  All of the fees listed above have been approved by the Audit Committee.

Item 16.D.  Exemptions from the Listing Standards for Audit Committees

Not applicable. 

Item 16.E.  Purchase of Equity Securities by the Issuer and Affiliated Purchasers

The Company did not purchase any of its common shares during the financial year ended December 31, 2022.

Item 16.F.  Change in Registrant's Certifying Accountant

Not applicable.

Item 16.G.  Corporate Governance

Not applicable. 

Item 16.H.  Mine Safety Disclosure

Not applicable.

PART III

Item 17.  Financial Statements

Not applicable.

Item 18.  Financial Statements

The financial statements appear on pages F-1 through F-17.   

Item 19.  Exhibits 

The following exhibits are filed as part of this Form 20-F:

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Date: May 1, 2023.