The following summary highlights selected material information contained in this prospectus.Prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectusProspectus carefully, including the “Risk Factors” section, the financial statements and the notes to the financial statements.

Our Company

Corporate History

Desert Hawk Gold Corp. is an exploration stage company which holds(the “Company”) was incorporated on November 5, 1957, in the State of Idaho as Lucky Joe Mining Company. In 2008 we changed our corporate domicile to the State of Nevada by merging with a wholly-owned subsidiary formed solely for this purpose. Our Nevada corporation was incorporated on July 17, 2008. We have no subsidiaries.

Business Overview

We are currently engaged in the extraction of gold and related precious metals from our Kiewit mining claims in Utah and Arizona.  Through two lease agreements which encompass all of the Utah claims, we intend to conduct exploration and pilot activities on claimsproperty located in the Gold Hill Mining District in Tooele County, Utah.  Within this mining district we hold leasehold interests in 334 unpatented load and placer mining claims, including an unpatented mill site claim, 42 patented claims, and five Utah state mineral leases located on state trust lands, covering approximately 33 square miles.  We also hold eight unpatented lode mining claims in Yavapai County, Arizona, on which we have no current plans to conduct exploration.  Our primary focus will be in the Gold Hill Mining District and we intend to concentrate our activities on the Yellow Hammer lode claims, located on four of the patented claims, seven of the unpatented Kiewit lode claims, and the pilot mill located on the Cactus Mill unpatented mill site.  We intend to maintain our leasehold interest in the additional mining claims and leases in this district for future exploration, if warranted, but we have no current plans to conduct exploration on these additional claims and leases.  We have not identified any proven or probable reserves on any of our mining claims or leases.

Additional Information

Our principal executive offices are located at 7723 North Morton Street, Spokane, WA 99208.  We maintain a mailing address for1290 Holcomb Ave, Reno, NV 89502, and our company at 8921 N. Indian Trail Road, #288, Spokane, WA   99208.  Our telephone number is (509) 434-8161.(775) 337-8057. We do not maintainhave a company website.

The following risks and uncertainties, described below andtogether with the other information set forth in this prospectus.  If anyProspectus, should be carefully considered by those who invest in our securities. Any of the following risks actually occur,could materially and adversely affect our business, financial condition or operating results and financial condition could be harmed anddecrease the value of our common stock could go down.  This means you could lose all or a part of your investment.

We have obligations which are secured by all of our assets, including our mining leases and equipment.  Each separate loan advance to us pursuant toassets. If there is an occurrence of an uncured event of default, the Investment Agreement provides for a specific repayment date of principal and, to the extent interestfunding party can foreclose on the loan is not prepaid at the time of the particular loan advance, we have monthly obligations to pay interest on the amount borrowed after the first year of the loan advance.  Repayment of loan advances made for our Yellow Hammer claims commences in March 2011 and advances made for the Kiewit property must be repaid commencing seven months after the first advance.  All outstanding balances on any other advances are due upon maturity, which is July 13, 2012.  The Investment Agreement also contains numerous affirmative and negative covenants which require us to perform certain obligations or refrain from certain actions so long as any amounts are owed to DMRJ Group under the Investment Agreement.  If we fail to meet all of our covenants under the agreement or if we fail toassets, which would make any stock in the Company worthless.

We have entered into a Purchase Agreement with PDK Utah Holdings, LP, pursuant to which the obligation to deliver gold against cash advances was secured by all of our assets. We are required paymentto commence delivery of principal or interest when due, it is likely that DMRJ Group would callgold in December 2020. In the full amount of the outstanding balances on our loans immediately due.  Ifevent we are unable to repaymake delivery of the outstanding balances at this time, we anticipate that DMRJ Group wouldgold when due, PDK may foreclose on its security interest andall of our assets. In the event PDK forecloses on our assets, any stock in the Company would likely take control of or liquidate our mining leases and other assets.  Because the Investment Agreement limitshave no value. Our ability to make gold deliveries on these cash advances when due, will depend upon our ability to raise outside funds during the effective periodsuccessfully develop our Kiewit mining project.

The value of the Investment Agreement, itour property is unlikely that we would be ablesubject to obtain alternate financing to satisfy the obligations owed to DMRJ Groupvolatility in the event of foreclosure.  If we lose our mining leases and other assets to DMRJ Group in foreclosure, we would not be able to continue our business operations as currently planned and you would lose your entire investment in our common stock.

Our profitability will be significantly affected by changes in the market price of copper, gold and silver, and other metals could affect the commercial viabilityminerals. These mineral prices fluctuate widely and are affected by numerous factors, all of which are beyond our properties and our anticipated exploration of such properties in the future.  Lower copper or gold prices could also adversely affect our ability to finance exploration of our properties.

To continue our operations, we may need to obtain additional financing from PDK or outside sources.

Other than future advances by PDK, we have no firm commitments or agreements to provide additional funding to have sufficient capital to fund our operations as they are currently planned or to fund the acquisition and exploration of new properties. We also may be unable to secure additional financing on terms acceptable to us, or at all. Our inability to raise additional funds on a timely basis could result in dramatically decreased demandprevent us from achieving our business objectives and lower prices for gold.  These lower prices could have a negative impact on our proposed business.

Most of our management does not work for our claims in the Gold Hill Mining District, we are obligated to commence operations of the claims within three yearsus exclusively and pay annual maintenance costssome serve on the claims.  The annual claim maintenance costs, including annual maintenance fees payableboards of other companies, although we do not consider any of these other companies to the BLMbe our direct competitors. Nevertheless, these other responsibilities may take away from time and focus of these parties on their responsibilities as management of our Company. It is possible that a conflict of interest may arise based on management’s other employment or board activities. Situations may arise where members of our management are presented with business opportunities which may be desirable not only for us, but also for the unpatented claims, the annual state trust lands mineral lease fees, and property tax paymentsother companies with which they are substantial.  For 2010 and following yearsaffiliated.

We do not know if our properties contain any gold, silver, copper, tungsten, or other precious minerals that can be mined at a profit.

The properties on which we are responsible for these costs.  If we fail to make these maintenance, tax and other payments, we may losehave the right to continueexplore for and mine precious minerals are not known to have any proven or probable reserves. Whether a precious mineral deposit can be mined at a profit depends upon many factors. Some but not all of these factors include: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; operating costs and capital expenditures required to start mining activities ona deposit; the claims.  In addition, pursuantavailability and cost of financing; the price of the gold or other mineral which is highly volatile and cyclical; and government regulations, including regulations relating to the termsprices, taxes, royalties, land use, importing and exporting of our lease agreements, if we failminerals and environmental protection. We are also obligated to commence commercial scale operationspay royalties and taxes on certain of the claims priorour mining activities, which will make our ability to July 2012,operate profitably more difficult.

We are a junior mining company with limited operating mining activities, and we will be required to pay $50,000 for an annual holding fee to retain rights to these claims.  We have paid the 2010 maintenance costs in the aggregate amount of $46,760 for the unpatented claims in the Gold Hill Mining District.  We also paid $6,890 for the 2010 mineral lease fees on two of the Utah mineral leases.  We also paid $6,024 for 2010 property taxes on the Utah patented claims.  We anticipate that future annual fees will be comparable, and if we are unable to pay these fees from DMRJ Group loan advances or revenue generated from our extraction activities in the future, we would lose our interest in all of our claims and leases.

We have a significant adverse impact onshort operating history, have only lost money and may never achieve any meaningful revenue.

Our operating history consists of limited operations and continuation of preliminary exploration activities. Our expenses have consistently exceeded the revenue generated from our propertiesmining operations. Exploring for and mining precious minerals or some portion of our business, causing us to re-evaluate those activities at that time.

Our property is comprised of patented and unpatented mininglode claims created and maintained in accordance with the U.S.federal General Mining Law.Law of 1872. Unpatented mininglode claims are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented mininglode claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the U.S. General Mining Law, includingLaw. Until the requirementclaims are surveyed, the precise location of a proper physical discovery of valuable minerals within the boundaries of each claimthe claims may be in doubt and proper compliance with physical staking requirements.  Also,our claims subject to challenge. If we discover mineralization that is close to the claims’ boundaries, it is possible that some or all of the mineralization may occur outside the boundaries. In such a case we would not have the right to extract those minerals. This uncertainty leaves us exposed to potential title suits. Defending any challenges to our property title will be costly and may divert funds that could otherwise be used for exploration activities and other purposes. In addition, unpatented mininglode claims are always subject to possible challenges by third parties or validity contests by the federal government.  government, which, if successful, may prevent us from exploiting our discovery of commercially extractable gold. Challenges to our title may increase our costs of operation or limit our ability to explore on certain portions of our property. We are not insured against challenges, impairments or defects to our property title, nor do we intend to carry title insurance in the future.

We may not be able to maintain the infrastructure necessary to conduct mining activities.

Our mining activities depend upon adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our mining activities and financial condition.

Our mining activities may be adversely affected by the local climate.

The validitylocal climate sometimes affects our mining activities on our properties. Earthquakes, heavy rains, snowstorms, and floods could result in serious damage to or the destruction of an unpatentedfacilities, equipment or means of access to our property, or could occasionally prevent us temporarily from conducting mining or mill site claim, in termsactivities on our property. Because of both itstheir rural location and the lack of developed infrastructure in the area, our mineral properties in Utah are occasionally impassible during the winter season. During this time, it may be difficult for us to access our property, maintain production rates, make repairs, or otherwise conduct mining activities on them.

Risks Relating to the Mining Industry

Mining for precious metals is an inherently speculative business. The properties on which we have the right to mine for precious minerals are not known to have any proven or probable reserves. If we are unable to extract gold, silver, or any other resources which can be mined at a profit, our business could fail.

Natural resource mining, and precious metal mining, in particular, is a business that by its maintenance,nature is dependent on strict compliance withspeculative. There is a complex bodystrong possibility that we will not discover gold, silver, or any other resources which can be mined or extracted at a profit. Even if we do discover and mine precious metal deposits, the deposits may not be of federal and state statutory and decisional law.  In addition, there are few public records that definitively determine the issuesquality or size necessary for us or a potential purchaser of validity and ownership of unpatentedthe property to make a profit from mining claims.  Should the federal government impose a royalty or additional tax burdens on theit. Few properties that lie within public lands,are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the resultinginability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits. If we are unable to extract gold, silver, or any other resources which can be mined at a profit, our business could fail.

Our business is subject to extensive environmental regulations which may make exploring or mining prohibitively expensive, and which may change at any time.

All of our operations couldare subject to extensive environmental regulations which can make exploration expensive or prohibit it altogether. We may be seriously impacted, depending uponsubject to potential liabilities associated with the typepollution of the environment and the disposal of waste products that may occur as the result of exploring and other related activities on our properties. We may have to pay to remedy environmental pollution, which may reduce the amount of money that we have available to use for exploration. This may adversely affect our financial position, which may cause loss of investor investment. If we are unable to fully remedy an environmental problem, we might be required to suspend operations or to enter into interim compliance measures pending the burden.

Market forces or unforeseen developments may prevent us from obtaining the supplies, equipment and skilled manpower necessary to explore for mineral resources.

Precious metals exploration, and resource exploration in general, is a very competitive business. Competitive demands for contractors and unforeseen shortages of supplies and/or equipment could result in the disruption of our planned exploration and production activities. Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times for our exploration and production programs. Fuel prices are not currently covered by any form of environmental liability insurance, since insurance against such risks, including liabilityextremely volatile as well. We will attempt to locate suitable equipment, materials, manpower and fuel if sufficient funds are available. If we cannot find the equipment, supplies and skilled manpower needed for pollution, is prohibitively expensive.  Weour various exploration and production programs, we may have to suspend operationssome or take interim cost compliance measures if we are unable to fully fund the costall of remedying an environmental problem, if any of these uninsured events were to occur.

There is currently no public market for our common stock. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. If an active market is established, the market liquidity will be dependent on various suppliesthe perception of our operating business, among other things. We will take certain steps including utilizing investor awareness campaigns, press releases, road shows and equipmentconferences to carry outincrease awareness of our exploration activities.  These include crushing services for mineralized material from our Yellow Hammer claims, road grading services, chemicalsbusiness and maintenance equipment for our pilot plant, and parts and supplies for our extraction and hauling equipment.  We haveany steps that we might take to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no long-term agreements to provide these suppliesassurance that there will be any awareness generated or services.  The shortagethe results of such supplies, equipment and parts could have a material adverse effectany efforts will result in any impact on our abilitytrading volume. Consequently, investors may not be able to carry out our operationsliquidate their investment or liquidate it at a price that reflects the value of the business and therefore limit or increase the cost of our exploration activities.

Our principal shareholders, officers and companies, many of which have greater financial resources, operational experience and technical capabilities than we have.  We may also encounter increasing competition from other mining companiesdirectors own a substantial interest in our efforts to hire experienced mining professionals.  Competition for exploration resources at all levels is currently very intense, particularly affecting the availability of manpower, drill rigs, mining equipmentvoting stock and production equipment.  Increased competition could adversely affect our ability to attract future capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

Our principal shareholders, including the area, some with greater financial resources, operational experience and technical capabilities than we have.  As a result of this competition, we may be unable to maintain or acquire future financing, personnel, technical resources or attractive mining properties on terms we consider acceptable or at all.

As a result of their ownership and positions, our principal shareholders, directors also servesand executive officers collectively are able to influence all matters requiring shareholder approval, including the following matters:

In addition, their stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.

We are subject to the reporting requirements of federal securities laws, and compliance with such requirements can be expensive and may divert resources from other projects, thus impairing our ability to grow.

We are subject to the information and reporting requirements of the Securities and Exchange Act of 1934, as a director for Gold Crest Mines, Inc., Trend Mining Company, Lucky Friday Extension Mining Company, Inc., Mineral Mountain Mining and Milling Company, Tintic Standard Gold Mines, Inc., Consolidated Goldfields, Inc.amended (the “Exchange Act”), and Silver Verde May Mining Company, Inc.  Consequently, there is a possibility thatother federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Act Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the Securities and Exchange Commission and furnishing audited reports to stockholders will cause our directors and/or officersexpenses to be higher than they would have been if we were privately held.

It may be time consuming, difficult and costly for us to develop, implement and maintain the internal controls and reporting procedures required by the Sarbanes-Oxley Act and the Dodd-Frank Act. We may need to hire additional financial reporting, internal controls and other finance personnel in a positionorder to develop and implement appropriate internal controls and reporting procedures.

If we fail to establish and maintain an effective system of conflict in the future.  In addition, our President, Rick Havenstrite, dedicates part of his time to operating his overhead door business in Reno, Nevada, which means that he is not able to devote all of his business time to our company.

Effective internal control is necessary for the proposed well or any other water source sufficientus to operate the planned Kiewit leaching facility.  In addition, if the water table for the planned well is deeper than we estimate, the cost of constructingprovide reliable financial reports and maintaining the well may increase.prevent fraud. If we are unable to locate a suitable water source by means of the proposed wellcannot provide reliable financial reports or otherwise,prevent fraud, we may not be able to proceedmanage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our proposed activities on the Kiewit claims, which could alsosmall size and any current internal control deficiencies may adversely affect our abilityfinancial condition, results of operation and access to secure necessary operating permitscapital. 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 any policies and procedures may deteriorate.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and rules implemented by the Securities and Exchange Commission have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs in 2020 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the leaching facilitysame or similar coverage. As a result, it may be more difficult for us to attract and future loan advances from DMRJ.

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not quoted on either the OTC Bulletin Board or the Pink Sheets and is not listed on any exchange.  Until the common stock is quoted on an electronic quotation serviceNASDAQ Stock Market or listed on another national securities exchange it is unlikely that any public market for the common stock will be established.  It is unlikely that our company would qualify for listing on a stock exchange in the near future, if ever.  Application for quotation on an electronic quotation service requires finding a market maker willing to make the application.  The application process entails review by FINRA, the self-regulated industry processer of these applications, and may take several months.  The application process cannot commence until the registration of which this prospectus is a part is declared effective by the Securities and Exchange Commission.  We have not identified any broker-dealers who may be willing to make application on our behalf.

Exercise of options or future convertible instruments may have a dilutive effect on our common stock.

We have outstanding vested options to purchase 2,400,000 shares of our common stock at $0.40 per share. If the price per share of our common stock at the time of exercise of these or future options or warrants, or conversion of any future convertible notes or any other convertible securities is established in excess of the future.

Our board of directors has the authority to fix and determine the termsrelative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock and to cause its issuance, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult forwithout further stockholder approval. As a third party to acquire a majority ofresult, our outstanding voting stock.  Additional preferred shares issued by the board of directors could include voting rights, or even super voting rights, which could shiftauthorize the abilityissuance of a series of preferred stock that would grant to controlholders the companypreferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of the preferred stock.  These preferred shares could also have conversion rights into shares of common stock at a discountand the right to the market priceredemption of the common stock which could negatively affect the market for our common stock.  In addition, preferred shares, would have preference in the event of liquidation of the corporation, which means that the holders of preferred shares would be entitled to receive the net assets of the corporation distributed in liquidation before the common stock holders receive any distribution of the liquidated assets.

The statements contained in this prospectusProspectus that are not historical facts, including, but not limited to, statements found in the section entitled “Risk Factors,” are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position, potential growth opportunities, potential operating performance improvements, ability to retain and recruit personnel, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this prospectus.Prospectus. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to, the following:

Mining operations are subject to a variety of existing laws and regulations relating to exploration, permitting procedures, safety precautions, property reclamation, employee health and safety, air and water quality standards, pollution and other environmental protection controls, all of which are subject to change and are becoming more stringent and costly to comply with. Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those expected. We disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.

This Prospectus relates to the possible resale by the Selling Stockholders named below of shares of the Company’s Common Stock. We intend to make application for quotation of our common stock on the OTC Bulletin Board promptly following the effective date ofare filing the registration statement of which this prospectusProspectus is a part.

Each of the time of issuance had ever been a shell company, until certain conditions are met.  These conditions include the following: the issuer had ceasedSelling Stockholders, who is deemed to be a shell company;statutory underwriter, will offer its Shares at $0.40 or, upon quotation of our Common Stock on OTCQB, at prevailing market or privately negotiated prices if a market should develop.

We do not know how long the Selling Stockholders will hold the Shares before selling them, and other than the Registration Rights Agreement we entered into with it, is subject towe currently have no agreements, arrangements or understandings with the reporting requirementsSelling Stockholders regarding the sale of any of the Exchange Act;Shares. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Shares.

The following table sets forth ownership of shares held by the Selling Stockholders.

Of the total shares owned by Clifton Mining, 5,500,000 were issued on or about March 8, 2019, in connection with the Second Amended and Restated Lease Agreement dated February 7, 2019, with this Selling Stockholder. These shares were issued as partial consideration for entering into the amended lease agreement. Of the remaining shares, 60,824 were issued in 2009 in connection with the transfer of a reclamation bond and 500,000 were issued in 2009 in connection with a joint venture transaction of which 250,000 of these shares were subsequently transferred in the amounts of 125,000 to Keith Moeller and 125,000 to Scott Moeller.

Clifton Mining Company is the owner and lessor of the mining claims upon which our principal mining operations are conducted. In addition, on March 26, 2019, we were granted an option to purchase 64 additional patented mining claims from Ben Julian, LLC, an Idaho limited liability company, for $500,000. On June 13, 2019, we entered into a letter agreement with Clifton whereby it has filed all reportswould purchase 44 of the optioned claims and other materials required duringwe would acquire the last 12 months, orremaining 20 claims. Each party would pay one-half of the total purchase price for the claims. The purchase price was paid by each party and the closing of the acquisition occurred on June 14, 2019.

MARKET FOR OUR COMMON STOCK

Market Information

At the date of this Prospectus, there is no public trading market for our Common Stock. We intend to apply for the quotation of our Common Stock on an automated quotation system. There can be no assurance that any application for the quotation of our Common Stock on an automated quotation system will be approved. If any such application is not approved and our common stock ultimately is not quoted on an automated quotation system, we intend to engage a shorter period it was requiredmarket maker to apply for quotation on the OTCQB Market operated by OTC Markets Group, Inc. There can be no assurance that a market maker will agree to file the reports; it has filed “Form 10 information;” and one year has elapsed fromnecessary documents with the date the “Form 10 information” was filed.  We ceased principal operations in 1995 and became a shell company.  Although management does not believe we are currently a shell company, as a former shell company, our shareholdersFinancial Industry Regulatory Authority (FINRA); nor can there be any assurance that such an application for quotation will not be able to rely on Rule 144 until at least one year from the filing date of the registration statement of which this prospectus is a part, except for shareholders owning shares which were issued by us prior to the time we first became a shell company in 1995.  Management estimates that approximately 1,198,729 shares were issued prior to 1995 and would be eligible for resale pursuant to Rule 144.

At January 7, 2011,December 31, 2019, we had approximately 605649 holders of our common stock.  The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.Common Stock. We have appointed Over the CounterPacific Stock Transfer 231 East 2100 South, Salt Lake City, UT 84115,Company, Las Vegas, Nevada, to act as the transfer agent of our common stock.  We act as our own transfer agent for the Series A PreferredCommon Stock.

We have never declared or paid any cash dividends on our common stock.Common Stock since inception. We do not anticipate paying any cash dividends to stockholders of our common stock in the foreseeable future. Our Prepaid Forward Gold Purchase Agreement prohibits us from declaring, making or paying any dividends so long as any gold remains to be delivered or any amounts remain to be paid by us under the agreement. In addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant.

We are a mineral exploration company with proposed projectscurrently engaged in the extraction of gold and related precious metals from our Kiewit mining property located in the Gold Hill Mining District in Tooele County, Utah.  We are currently focused on extracting mineralized material from the Yellow Hammer claims for processing at the Cactus Mill pilot plant, and completing the permitting process for our Kiewit claims and construction of a heap leach facility near these claims.  We are also in the process of seeking an amendment to our current mill site permit to allow us to construct and operate a heap leach facility near the pilot mill.  We propose to extract any copper, gold, and silver from the mineralized material and sell the concentrate in readily available markets.   We also intend to extract tungsten and to attempt to locate a market to sell any product extracted from the mineralized material.

DMRJ Settlement

On July 2009 we entered into agreements to commence exploration activities on mining claims in the Gold Hill Mining District located in Tooele County, Utah.  We hold leasehold interests within the Gold Hill Mining District consisting of 334 unpatented mining claims, including an unpatented mill site claim, 42 patented claims, and five Utah state mineral leases located on state trust lands, all covering approximately 33 square miles.  From these claims we have centered our activities on the Yellow Hammer project located on four of the patented claims, the Kiewit project consisting of seven of the unpatented Kiewit claims, and the Cactus Mill project consisting of an unpatented mill site.  We have no current exploration plans for the remaining claims.  We also hold eight unpatented lode mining claims in Yavapai County, Arizona, on which we have no current plans to conduct exploration.  We do not have any proven or probable reserves on any of our mineral claims or mining leases.

In the third quarter of 2016, control of the management of DMRJ was given to court appointed trustees of the affiliated assignees of the debt and preferred shares, Platinum Partners Value Arbitrage Fund L.P. (“PPVA”) and Platinum Partners Credit Opportunities Master Fund, LP (“PPCO”). On December 19, 2016, the SEC filed the complaint against defendants Platinum Management, PPCO, and management of DMRJ, charging the defendants with a complex, multi-pronged, fraudulent scheme to inflate returns to investors, and cover up massive losses and liquidity problems. In July 2011, a federal jury in the Eastern District of New York convicted two executives of Platinum Partners L.P., the parent of DMRJ, of securities fraud, securities fraud conspiracy and wire fraud conspiracy. One of the defendants convicted in the lawsuit, David Levy, served as a director of our company from 2015 through April 2016.

After 2016 neither DMRJ nor its affiliates were able to provide further funding and on February 13, 2018, we entered into an Assignment and Assumption Agreement with DMRJ, PPVA, and PPCO (the “Assumption Agreement”), whereby we agreed to repurchase the debt and preferred shares for payment of $625,000. The transaction closed on or about March 8, 2018. Upon closing DMRJ also released all security interest in the assets of the Company. Following closing of the Assumption Agreement, we cancelled all of the debt owed DMRJ. We also cancelled all of the preferred shares and terminated each of the series of preferred stock. Each of the parties to the lender.  These preferredAssumption Agreement also agreed to indemnify the other for breach of any representation or covenant made under the agreement.

Funding for the closing of the Assumption Agreement was furnished by Ibearhouse, LLC and West C Street, LLC, note holders and shareholders of the Company. Under the terms of a Stock Purchase Agreement dated February 28, 2018 (the “SPA”), the Company exchanged 4,500,000 shares areof common stock to the convertible debt holders for $625,000 in cash and several concessions as to the convertibility, due dates and default provisions on their outstanding debt. Under the terms of the SPA these investors waived their rights to convert under prior 2009 promissory notes to eliminate any rights to convert the amounts due under the notes into shares of our common stock or to accelerate repayment upon default. These investors also agreed to amend their prior 10% Secured Convertible Promissory Note dated October 14, 2016, in the principal amount of $125,000, their 10% Senior Secured Convertible Promissory Note dated November 15, 2016, in the principal amount of $25,000, and their 15% Convertible Promissory Note dated November 30, 2009, as amended, in the principal amount of $300,000. Each of these promissory notes was repaid in full on March 7, 2019.

Gold Sale Funding Transaction and Amended Agreement

During the first quarter of 2019, the Company entered into and closed a Pre-Paid Forward Gold Purchase Agreement (the “Purchase Agreement”) with PDK Utah Holdings L.P. (“PDK”) for the sale and purchase by PDK of gold produced from the Company’s mining property. Under the terms of the Purchase Agreement, PDK agreed to purchase a total of 73,910 ounces of gold from the Company at a reduced market price. Prepayment will be made in three tranches, with the rateinitial tranche in the amount of one$11,200,000 having been made upon execution of the Purchase Agreement on or about March 7, 2019 (the “Initial Funding”), $4,500,000 for Tranche 2 to occur at least six months following the Initial Funding date, and $5,500,000 for Tranche 3 to occur at least 10 months following the Initial Funding date, provided that all conditions precedent for funding Tranches 2 and 3 are met. From the Initial Funding, the Company paid an upfront fee of $600,000 to PDK for expenses incurred in connection with the transaction. Under the terms of the Purchase Agreement, the Company agreed to sell gold at a reduced market price in certain quantities during agreed periods following prepayment of each tranche. The first gold delivery of 655 ounces is due December 2020.

The Purchase Agreement contains provisions requiring the Company to pay PDK a portion of the proceeds when gold is sold to a third party. In addition, PDK may reduce the required number of ounces to be sold in exchange for common shareshares of the Company. As security for each preferred share converted,the obligations of the Company under the Purchase Agreement, the Company has granted PDK a security interest in all of the assets of the Company and has issued and recorded a Leasehold Deed of Trust, Assignment of Leases, Rents, As Extracted Collateral and Contracts, Security Agreement and Fixture Filing. The Purchase Agreement contains representations and warranties, as well as affirmative and negative covenants customary to a transaction of this nature.

The forward gold sales contract liability due under the terms of the Purchase Agreement at September 30, 2019 is $10,600,000 which is the $11,200,000 received from PDK in the initial tranche less the $600,000 upfront fee paid by the Company. On October 31, 2019, the Purchase Agreement was amended to reduce the number of gold ounces to be delivered and the amount of funding to be received in Tranches 2 and 3.

On October 31, 2019, the Company and PDK amended the Purchase Agreement and entered into the Amended Pre-Paid Forward Agreement (the “Amended Agreement”) to adjust the second and third tranches paid to the Company, to reduce the total number of ounces of gold subject to adjustmentthe Purchase Agreement, and to revise other provisions therein. The second tranche was reduced from $4,500,000 to $1,600,000, and the third tranche was reduced from $5,500,000 to $1,400,000. The second tranche was received on October 31, 2019 upon execution of the Amended Agreement and the third tranche was received on December 27, 2019, with funds to be dedicated in accordance with the revised budget furnished with the Amended Agreement. The amendment also reduced the total number of ounces of gold prepaid under the agreement from 73,910 to 47,045.

Under the terms of the Amended Agreement, the Company is obligated to deliver gold in the following quantities following prepayment of each tranche:

The Amended Agreement also alters the total amount that PDK may reduce the number of ounces of gold to be delivered under the Amended Agreement in exchange for common shares of the Company. Under the Amended Agreement, PDK may reduce the required number of ounces by up to 8,000 ounces in exchange for common shares of the Company.

Clifton Amended Lease Agreement

In March 2019, we, The Woodman Mining Company, and Clifton Mining Company (“Clifton”) entered into a Second Amended and Restated Lease Agreement (the “Amended Lease”). Under the terms of the Amended Lease, we relinquished our leasehold interest in all but 10 of the patented claims, on which we retained only the surface rights, and 66 of the unpatented lode mining claims previously held by us. The mining claims retained by us represent the area of interest known as the Kiewit property, which has been the principal focus of our mining activities. The lease term is for 20 years and for so long thereafter as the mining claims are being actively used by us for commercial mining purposes. The Cactus Mill Property was returned to Clifton as part of this agreement.

Under the terms of the Amended Lease, Clifton’s right to receive a 6% royalty interest from production on the Kiewit project was terminated. We also acquired from third parties and cancelled the remaining 1% outstanding royalty interest thereon, for which we paid each of the two parties $50,000.

As consideration for entering into the Amended Lease, Clifton received $3,000,000 and we issued 5,500,000 shares of our common stock with a fair value of $2,200,000. In addition, we and Clifton entered into a Registration Rights Agreement dated February 7, 2019, to register for resale the shares issued to Clifton which requires us to register the shares within 18 months following this agreement. In the event we issue commondo not register the shares within the 18-month period, we are obligated to pay Clifton a royalty equal to 2.5% of the net smelter returns from the minerals generated from our remaining mining claims. We have agreed to maintain the effectiveness of the Registration Rights Agreement for a period of three years. The Registration Rights Agreement contains mutual indemnification provisions.

Buyer Royalty Agreement

Concurrent with the Initial Funding of the Purchase Agreement, we granted the buyer a perpetual royalty equal to 4% of the net smelter returns payable on all minerals mined, produced, or instruments exercisable or convertibleotherwise recovered from our mining properties, for which the buyer paid $2,200,000.

H&H Metals Agreement

On March 29, 2018, we entered into commona five-year Agency Agreement (the “Agency Agreement”) with H&H Metals Corp., a New York corporation (“H&H”). Under the terms of the Agency Agreement H&H agreed to provide us certain advisory services in regard to natural resources activities and to assist us in securing purchasers for minerals produced from its mining properties.

On January 16, 2019, as a condition for entering into the Purchase Agreement (Note 3), we negotiated a termination of the Agency Agreement (the “Termination Agreement”) with H&H. Under the terms of the Termination Agreement, we paid H&H $600,000 in cash and agreed to pay an additional $200,000 within 18 months. We also issued 250,000 shares at a price less than $0.70 per share, or if we effect a reverse or forward split of our outstanding shares or a reclassification of our common stock.stock with a fair value of $100,000 to H&H. In addition, Phillip H. Holme, a principal of H&H, became a director of the Company. We recognized a loss on settlement of consulting contract of $900,000 during the quarter ended March 31, 2019.

Acquisition of Additional Mining Claims

On March 26, 2019, we negotiated an option to purchase 64 patented mining claims from Ben Julian, LLC, an Idaho limited liability company, for $500,000. The claims are located contiguous to our loansexisting leased Kiewit claims, except for one claim located in the Dugway Mining District. On June 13, 2019, we entered into a letter agreement with Clifton whereby Clifton would purchase 44 of the optioned claims and we would acquire the remaining 20 claims. Each party would pay one-half of the total purchase price for the claims. The purchase price was paid by each party and the closing of the acquisition occurred on June 14, 2019. The Company received and has recorded a quitclaim deed for the 20 patented claims.

Stock-Based Compensation

Effective February 23, 2018, the Board approved and adopted the 2018 Stock Incentive Plan (the “2018 Plan”) pursuant to which 2,400,000 shares of the Company’s Common Stock were authorized. On February 23, 2018, the Board approved the grant of an aggregate principal amount of $600,000 have been subordinated2,400,000 options under the 2018 Plan exercisable at $0.40 per share which terminate February 23, 2023 in the amounts and to the debtfollowing:

Historically, we incurred net losses for the year ended December 31, 2017. We incurred net income for the year ended December 31, 2018, which was attributable primarily to the gain on extinguishment of DMRJ Group.

Net cash and short-term investments totaled $429,590, which included $409,700 of cash and $19,890 of marketable securities.  Our cash balance is significantly lower than the $888,434 in cash at December 31, 2009.  The decrease is primarily attributable to the increased explorationused by operating activities on our Gold Hill Mining claims, including rebuilding of the pilot mill.

Net cash used by investing activities was through$1,758,849 during the salenine-month period ended September 30, 2019, compared to $38,676 cash used by investing activities during the nine-month period ended September 30, 2018. This increase in cash used by investing activities of our common stock$1,720,173 represents an increase in property and loans from investors. In May 2008 we generated grossequipment purchases along with the royalty buy-outs as part of the Purchase Agreement.

Net cash provided by financing activities was $8,315,330 during the nine-month period ended September 30, 2019, compared with $671,567 cash provided by financing activities during the nine-month period ended September 30, 2018. The increase of $7,643,763 in cash provided by financing activities during the nine-month period ended September 30, 2019 was due primarily to proceeds of $173,750 from the sale of stock; in May 2009 we generated gross proceeds of $700,000 from the sale of stock; and in our September 2009 offering we generated gross proceeds of $308,000 from the sale of stock.  In November of 2009 we borrowed $600,000 from two outside investors.  The net proceeds from these stock offerings and borrowings was used to satisfy our initial cash obligation of $250,000 to acquire the leasehold interests in our Utah mining claims, to conduct our drilling program on the Yellow Hammer claims, to conduct pre-exploration activities on the Utah claims such as assaying portionsPurchase Agreement.

As a result of the claims, conduction further geological work, and rebuilding the pilot mill, and to meet our overhead and administrative expenses.

The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have changed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules, and the use of judgment, to the specific set of circumstances existing in our business. Discussed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue or expense being reported. See Note 2, “Summary of Significant Accounting Policies,” in our Consolidated Financial Statementsattached financial statements for a discussion of those policies.

We do not have any off-balance sheet arrangements.

Desert Hawk Gold Corp. is an exploration stage company, which means we are engaged in the search for mineral deposits or reserves which could be economically and legally extracted or produced.  None of our mining properties has any known reserves and our proposed programs(the “Company”) was incorporated on these properties are exploratory in nature.  We were originally incorporatedNovember 5, 1957, in the State of Idaho on November 5, 1957, under the name ofas Lucky Joe Mining Company. For several years the company bought and sold mining leases and claims, but in 1995 we ceased all principal business operations.  In 2001 control of the company was acquired by Robert E. Jorgensen, John Ryan, and Howard M. Crosby, who purchased a controlling number of shares and assumed management of the company for the purpose of reengaging in mining operations.  In January 2006 Mr. Jorgensen acquired sole control of the company from Messrs Ryan and Crosby.  In 2008 we changed theour corporate domicile of the company from the State of Idaho to the State of Nevada by merging the Idaho corporation intowith a newlywholly-owned subsidiary formed solely for this purpose. Our Nevada corporation which was incorporated on July 17, 2008. FollowingWe have no subsidiaries.

We are currently engaged in the changeextraction of domicile, on April 3, 2009, we changed the name of the company to Desert Hawk Gold Corp.

Government Compliance

Our operations are subject to a six-year lockupextensive federal and leak-out agreement which prevents Clifton Mining from selling shares publicly for a period of one year fromstate laws and regulations designed to conserve and prevent the original filing datedegradation of the registration statementenvironment. These laws and regulations require obtaining various permits before undertaking certain exploration or mining activities and may result in significant delays, substantial costs and the alteration of which this prospectus is a part.  Thereafter, Clifton Mining may sell upproposed operating plans. We believe we have all necessary environmental permits and authorizations to 20%support existing operations.

Some of these shares during any 12-month period.

Mining and exploration operations are also subject to both federal and state laws and regulations pertaining to employee health and safety. We may surrender the lease asemploy a mine safety administrator to all or any part of the leased property, after proper reclamation of all portions of the land to be surrendered affected bymonitor our operations.  The lease also provides that the lessor, the Moeller Family Trust, will be responsible for any and all liability that may exist under certain encumbrances and will indemnify us and our affiliates, officers, directors, employees, shareholders and agents from and against loss of leasehold title or other actual losses that we may incur on account of the existence or enforcement of any rightsobligations under these potential encumbrances.

The Gold Hill Mining District is in Tooele County, Utah, located in the Gold Hill and the Clifton 7½ minute quadrangles in western Utah.at 40º 07’ 00” North latitude, 113º 49’ 40” West longitude. The Gold Hill Mining Districtdistrict includes the north end of the Deep Creek Mountains, one of the nearly north-south ranges that are common in the Great Basin. On the east and north, the mountain area is separated by gravel slopes from the flat plain of the Great Salt Lake Desert, and on the west, it is bounded by the Deep Creek Valley and groups of irregular low hills. It is approximately 190 miles west-southwest of Salt Lake City, Utah, and approximately 56 miles south southeast of Wendover, Utah. The project is reached by taking Alternate 93A south from Wendover approximately 28 miles and turning east on to the Ibapah Highway, a paved two lanetwo-lane road. Approximately 17 miles east is a maintained two lanetwo-lane county road which provides access to the property approximately 11 miles southeast to the townsmall settlement of Gold Hill, Utah. Each of the claimsThe Kiewit mine and the mill site are accessible by dirt roads maintained year-round by us and Tooele County.year-round. Access to the property is maintained all yearyear.

Power is supplied by the Company’s diesel generators and we likewise intendwater for mining operations is supplied from an existing groundwater well. Drinking water is trucked to maintain roadwaysthe site using a local vendor.

We expect to increase the number of employees by an additional 10-15 persons by the end of 2020. All employees are assigned to work at the Kiewit site, with the exception of the officers and one engineer, who work from the corporate office in Reno, NV, with periodic site visits.

The Gold Hill area lies within the region of the interior drainage that includes western Utah and most of Nevada, and, like the remaining portions of that area, is a high desert semi-arid climate. The area is composed of a highly dissected group of hills of relatively low relief. The elevation of the Kiewit Mine is approximately 5,500 feet. The Gold Hill area is bounded on the east by the Great Salt Lake Desert at an altitude of about 4,300 feet, on the north by Dutch Mountain with a higher elevation of 7,735 feet, on the west by Clifton Flat at an approximate elevation of 6,600 feet, and on the south by Montezuma Peak with an elevation of 7,369 feet.

Pronounced differences in temperatures between night and day are common, with the dryness of the air mitigating the high temperatures which predominate the summer days. Annual precipitation averages approximately 12 inches with about half falling in the months from February to May. Rainfall during summer to early fall is commonly in the form of severe thunderstorms. Snow may be expected between October and May. Fieldwork in the area is generally permitted throughout most of the year.

The higher portions of the Deep Creek Range and small areas near the summits of the adjoining mountains support a fairly heavy growth of yellow pine. The lower slopes of these mountains have a sparse covering of juniper and piñon trees. On the lower hills and on the gravel slopes surrounding them, these trees give way to sagebrush. The floor of the Great Salt Lake Desert in the north-east corner of the district is almost completely barren of vegetation.

Kiewit Mining Claims

The Kiewit mining claims consist of 66 unpatented and 10 patented mining claims, some of which are restricted to surface use only, covering approximately 18.3 square miles located in the Gold Hill Mining District in Tooele County, Utah.

The Kiewit mining claims were part of a larger group of mining claims leased from Clifton Mining Company (“Clifton”) and its affiliate, The Woodman Mining Company, in July of 2009. The original lease was amended in June of 2010. In February 2019, the lease agreement was again amended by a Second Amended and Restated Lease Agreement (the “Amended Lease”). Under the terms of the Amended Lease, the Company relinquished its leasehold interest in all but the current Kiewit patented and unpatented claims. The lease term is 20 years and for so long thereafter as the mining claims are being actively used by the mill site and paved roadsCompany for commercial mining purposes. The Company is required to pay all year.

Under the terms of the Amended Lease, Clifton’s right to receive a 6% royalty interest from production on the property will be open-pitKiewit project was terminated. The Company also acquired from third parties and cancelled the remaining 1% outstanding royalty interest thereon, for which the Company paid each of two parties $50,000.

As consideration for entering into the Amended Lease, Clifton received $3,000,000, plus $13,390 in satisfaction of delinquent amounts owed Clifton, we paid $42,526 in a reclamation bond transfer, and we doissued 5,500,000 shares of our common stock to Clifton. In addition, the Company and Clifton entered into a Registration Rights Agreement to register for resale the shares issued to Clifton which requires the Company to register the shares within 18 months from the date of the Amended Lease. In the event the Company does not anticipate conductingregister the shares within the 18-month period, the Company is obligated to pay Clifton a royalty equal to 2.5% of the net smelter returns from the minerals generated from the Company’s mining claims. The Company has agreed to maintain the effectiveness of the Registration Rights Agreement for a period of three years.

Desert Hawk may mortgage or pledge its leasehold interest under the Amended Lease for purposes of financing exploration, development, and mining operations on the leased premises, including corporate overhead for such operations, but it cannot otherwise encumber the leased premises without Clifton’s prior, written discretionary consent. In connection with the PDK funding, the Company granted to PDK a security interest in all of the assets of the Company and issued and recorded a Leasehold Deed of Trust which included an assignment of leases, rents, as extracted collateral and contracts, a security agreement and fixture filing.

The Amended Lease cannot be assigned or subleased without the prior written consent of Clifton. Further, PDK may, without Clifton’s consent, hold a foreclosure sale, take title to the Company’s interest under the Amended Lease, or transfer or assign the Company’s interest under the Amended Lease. The Company may surrender the Amended Lease as to all or any underground mining.

The Gold Hill area is one of the oldest mining districts in the State of Utah. It reflects 43 known historical producing deposits mined primarily from the mid-1800s until the end of World War II. These deposits included gold, silver, copper, bismuth, lead, zinc, tungsten, arsenic, molybdenum, cobalt, and beryllium. Exploration and mining activities commenced in the mid-1800s as travel westward through the area to California was at its peak. Lead mineralization first attracted the attention of travelers prompting early prospecting. Placer gold was first discovered in the Gold Hill area in 1858. These early prospectors were hampered by repeated attacks of local Native American tribes and the area was abandoned until 1869 when the settlements of Gold Hill and Clifton were reestablished.

A lead smelter was constructed at Clifton in 1872 and relocated to Gold Hill in 1874. However, mining activity did not commence in earnest until 1892 when a mill and smelter were constructed at Gold Hill. Substantial quantities of gold and silver ore were processed at this site between 1892 and 1896. Mining activity gradually diminished until 1905 when exploration for copper revived the area. With the outbreak of World War I and the completion of the Deep Creek Railroad between Gold Hill and Wendover, a new revival of interest in the area commenced. Gold, silver, copper and lead were produced and approximately 3,000 residents lived in Gold Hill and Clifton at the time.

Tungsten was produced beginning in 1912. Significant amounts of gold and bismuth were also reportedly extracted during this period. Two mines produced tungsten in 1914 and 1917 and were operated primarily for the strategic requirement of tungsten during the two world wars. Gold and silver mining ceased completely with the beginning of World War II since the few remaining miners focused their attention on the production of strategic metals such as arsenic and tungsten to support the war effort.

Arsenic was produced beginning with the outbreak of World War I and was used primarily for pesticides in the cotton fields of the south. Two former copper producers also produced arsenic between 1923 and 1925. One of the mines reopened during World War II to produce arsenic for the war effort. None of the arsenic deposits previously mined are located on our claims.

The first large-scale geological study of the area was published in 1935 by T. B. Nolan as U.S. Geological Survey Professional Paper 177 and is referred to herein as the Nolan Report. The Nolan Report provided the first detailed data on the mining district.

The mining district remained largely dormant during the period after World War II through the mid-1970’s.mid-1970s. Between this period and the mid-1990s, several mining companies began to consolidate the fragmented land holdings in the area and conducted a more regional-scale exploration operation.operation was conducted. In 1993 Clifton Mining Company acquired several of the mining claims in the area and subsequently purchased Woodman Mining Company which also held claims in the district. After purchase of the claims, Clifton Mining commenced additional exploration activities and in 1997 developed road access up the Clifton Hills area. Clifton completed construction of a 50 ton per day mill at the Cactus Mill site and started construction of a 500 ton per day gravity-flotation mill at the same location. In 1999 Clifton Mining borrowed funds which financed upgrades to the mill.

Between 1994 and 1997 Kennecott Utah Copper, now owned by Rio Tinto, explored a large region of the district. In December 2002 Clifton Mining and Woodman Mining entered into an option-joint venture agreement with Dumont Nickel Inc., which in 2010 changed its name to DNI Metals Inc. The joint venture ultimately covered approximately 10.3 square miles of mineral properties but did not include the Yellow Hammer claims which were controlled by the Moeller family. In 2003 Dumont commenced exploring the properties with the objective of identifying bulk mineable gold, copper and silver targets through regional work as well as several drill programs. Beginning in 2004 Dumont completed a regional-scale grid and reconnaissance rock and soil sampling exploration program with detailed, targeted exploration work over the Clifton Shears Corridor, the Kiewit Zone and the prior zone owned by Kennecott. Ultimately, Dumont determined that the scale of the project was too small and decided to sell its interest in the project. In July 2009 Dumont completed the sale of all its mineral properties in this area to Clifton Mining Company for $255,000 cash and a 0.5% net smelter return royalty against future production proceeds from the Cane Springs Property and from portions of the Kiewit project claims. The joint venture and the option agreement were both subsequently dissolved and terminated.  Through our lease agreement with Clifton

Processing Plant and Mining we have access to all reports and core samples prepared by Dumont Nickel during the period of the joint venture.

The Kiewit mine is an open pit mine using conventional open pit mining activities onmethods with drilling, blasting, loading with a wheeled loader and truck haulage to the Yellow Hammer claimsore stockpile near the crusher. We recommenced operation of the mine in April 2019. We also use a top hammer drill for all blast holes and a dozer to move waste and for road building, as required. We use a grader and water truck for haul road maintenance. At the Kiewit claims is evidentleach pad we use a wheeled loader to feed the crusher and a dozer to level the pad.

The current processing facility can process approximately one million tons per year, which we plan to increase to three million tons if resource expansion dictates. We anticipate that this expansion will require an update or amendment of some permits. Ores are crushed, truck-stacked and heap-leached at the Company’s mine site.

Mining Permits

The higher portions of the Deep Creek Range and small areas near the summits of the adjoining mountains support a fairly heavy growth of yellow pine.  The lower slopes of these mountains have a sparse covering of juniper and piñon trees.  On the lower hills and on the gravel slopes surrounding them these trees give way to sagebrush.  The floor of the Great Salt Lake Desert in the north-east corner of the district is almost completely barren of vegetation.

In addition to completing the notice of intent filing, we anticipate that the BLM will requirerequires an analysis of our Plan of Operation in compliance with the National Environmental Protection Act, which we anticipate will consist of our notice of intent filing with the Utah Division of Oil, Gas and Mining once it is complete, which will require an environmental analysis on the project.  JBR Environmental Consultants has likewise been engaged to prepare this analysis.  We estimate the cost to prepare this environmental analysis will be at least $47,000 and could be higher depending upon the requirementsAct. Approval of the BLM.

The Company believes it has all necessary easements are in place for installationenvironmental permits and authorizations to support existing operations. As we expand or update the current mining plan of the power lines and estimate that the cost to install the lines would be approximately $13,000.  We are also exploring additional alternatives for power to the property.

We are readily available and do not anticipate difficulty in selling any concentratesthe process of mineralized material which we may extract.  Notwithstanding this, management will need to evaluate transportation methods and costs when it obtains potential customers to determine whether existing prices for the mineralized materials would make sales to such customers economically viable.

Planned 2020 Exploration and extentMining Activities

We intend to continue our drilling program during the first three quarters of surface disturbance, the manner in which exploration and mining can be conducted, the disposition2020 at a further cost of spentapproximately $175,000.

We also intend to continue extraction of mineralized material, the use and containment of chemical leaching agents and other solutions, spill prevention, liquid and solid waste disposition, ground water monitoring, and a number of other matters which if violated could result in fines, penalties or attendant adverse publicity.

The following table sets forth as of January 7, 2011,20, 2020, the namenames and ages of, and position or positions held by, our executive officers and directors, and the employment background of these persons:

Rick Havenstrite and Marianne Havenstrite are husband and wife. From March 2018 through January 2019 we engaged H&H to provide certain mining consulting services. Mr. Holme was designated by H&H Metals Corp. to be a director of the Company in accordance with Section 3 of the Termination and Settlement Agreement dated January 16, 2019 between the Company and H&H. Mr. Holme was appointed a director concurrent with the closing of the Initial Funding by PDK on March 7, 2019.

Each director is elected until the next annual meeting of shareholders and until his successor is elected and qualified, except as otherwise provided in the Bylaws or required by law. We did not hold an annual meeting of the shareholders for the fiscal year ended December 31, 2009,2018, and we have not scheduled an annual meeting for the current year. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office has the power to elect such new directors for the balance of a term and until their successors are elected and qualified.

Officers are to be elected by the Board of Directors at its first meeting after every annual meeting of stockholders. Each officer holds his office until his successor is elected and qualified or until his earlier resignation or removal.

The following table sets forth information concerning the annual compensation awarded to, earned by, or paid to the named executive officer for all services rendered in all capacities to our company and its subsidiaries for the years ended December 31, 20102019 and 2009:

There are 3,000,0002,400,000 shares of common stock authorized for nonstatutorynon-qualified and incentive stock options, restricted stock units, restricted stock grants, and stock grantsappreciation rights under the plan,Plan, which are subject to adjustment in the event of stock splits, stock dividends, and other situations.

The planPlan is administered by our board of directors; however, the Boardboard of Directors.  The persons eligibledirectors may designate administration of the Plan to participate in the plan are as follows:  (a)a committee consisting of at least two independent directors. Only employees of our company and anyCompany or of its subsidiaries; (b) non-employeean “Affiliated Company”, as defined in the Plan, (including members of the board of directors if they are employees of our Company or non-employeeof an Affiliated Company) are eligible to receive incentive stock options under the Plan. Employees of our Company or of an Affiliated Company, members of the Boardboard of Directorsdirectors (whether or not employed by our company or an Affiliated Company), and “Service Providers”, as defined in the Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under the Plan. All awards are subject to Section 162(m) of any of its subsidiaries; and (c) consultants and other independent advisors who provide services to us or any of our subsidiaries.  Optionsthe Internal Revenue Code.

No option awards may be granted,exercisable more than ten years after the date it is granted. In the event of termination of employment for cause, the options terminate on the date of employment is terminated. In the event of termination of employment for disability or shares issued, onlydeath, the optionee or administrator of optionee’s estate or transferee has six months following the date of termination to consultantsexercise options received at the time of disability or advisors who are natural persons and who provide bona fide servicesdeath. In the event of termination for any other reason other than for cause, disability or death, the optionee has 30 days to usexercise his or one of our subsidiaries, provided that the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for our securities.

The planPlan will continue in effect until all of the stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until July 12, 2018,ten years after its adoption, whichever is earlier. The planAwards under the Plan may also be terminatedaccelerated in the event of certain corporate transactions such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all of our assets.

DESCRIPTION OF COMMON STOCK

The following table sets forth certain information concerning the compensation of our directors, excluding the named executive officers set forth in the Summary Compensation Table above, for the last fiscal year ended December 31, 2010: