This management’s discussion and analysis should be read in conjunction with the
annual consolidated financial statements of
as set forth herein. Readers are also urged to carefully review and consider the
various disclosures made by us, which attempt to advise interested parties of
the factors which affect our business, including without limitation, the
disclosures made under “Risk Factors.”
Our audited annual consolidated financial statements are stated in
dollars and are prepared in accordance with
accounting principles.
On
1 for 35,641,667 / 49,398,602 basis. All share numbers and common stock prices
presented give effect to the reverse split.
Overview
The Company’s goal is to create stockholder value through the acquisition,
responsible exploration, and future development of high caliber gold properties
in the
cumulatively have several hundred years of international mining and exploration
experience and key personnel have more than 50 combined years in the
District
companies that have operated in the region. The Company believes this experience
uniquely positions the Company and will allow it to leverage its direct
experience and knowledge of past exploration and mining activities in the
District. Combined with the use of modern exploration and mining techniques, and
new geologic understanding from experience in other mines, new research and
information extracted from its new geophysical surveys, the Company hopes to
focus its programs and build upon dominance where the historic
Company
production with most of it coming from within a small area. The production
ledges of the old mine define a cumulative surface projection area of much less
than 3 square miles.
exploration in the District was overwhelmingly focused on the underground mine.
Modern statistical studies of ore deposit trends and understanding of the
distribution of large gold camps around the world identifies that large gold
deposits generally form in distinct camps and normally occur in clusters that
show predictable distributions (Zipf’s Law Applied to Ore Deposits). The Company
believes this might be true for the
area, the District has been underexplored and lacks the modern exploration
efforts required to search for other deposits especially under the cover of
younger rocks that dominate the surface.
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Since 2012, the Company has consistently pursued a strategy of expanding its
portfolio of brownfield properties located exclusively within the
District
possible mineral potential. Property acquisitions are focused and based on past
exploration, the access to proprietary data sets the Company has assembled over
the years, and new research and remote data acquisition (Magnetics, Gravity and
Radiometric) that was recently conducted over the district that hosts the
Homestake Gold Deposit.
The Company has not established that any of its projects or properties contain
proven or probable reserves under S-K 1300 nor do they guarantee their
exploration work will ever establish an economic gold deposit. The Company
believes the
well-developed infrastructure and is in a favorable regulatory environment in
which authorities have consistently demonstrated a willingness to work with
responsible operators to permit well-planned compliant projects.
Planned Activities
The Company’s planned activities in fiscal 2023 will be focused on advancing
exploration drilling on its Maitland,
addition, work is planned to continue exploration, permitting studies, and
targeting activities on its Blind Gold and Tinton projects to bring them to a
drilling stage.
The Company’s technical group and consultants are continuously modeling and
evaluating data acquired through its regional high-definition airborne magnetic
survey, supplemented by ground gravity surveys completed in 2021, to enhance
possible drill targets, as well as to screen targets on other brownfields areas
of interest within the district. Field sampling and mapping programs have been
initiated at the Richmond Hill,
Company continues to locate, evaluate, and add to the historic information in
its regional and project level data sets much of which is from the 145-year-old
from other private and public sources.
Permitting and site preparations were completed for the first drilling program
on the iron-formation target and other tertiary-age replacement targets in the
Maitland area and drilling commenced in early 2022. There are now three drill
rigs operating on the property – two at Maitland and one at Richmond Hill.
Permit and environmental field work for the Blind Gold and Tinton project areas
has also been initiated. Targets in some of the other brownfield areas may also
be identified and advanced for drilling as exploration activities continue
throughout the year.
Table: Fiscal Year 2023 Proposed
Cash Exploration Expenditures (millions)
General & administrative
$ 4.7
Drilling, Field programs/Met Testing/Data Compilation
Property Acquisition
$ 6.3 TOTAL$26.5
The Company’s projects are all at the exploration stage and do not generate
revenues. The Company has not established that any of its properties or projects
contain proven or probable reserves as defined under Regulation S-K Subpart
1300. Expenditure projections are subject to numerous contingencies and risk
factors beyond the Company’s control, including exploration and development
risks, competition from well-funded competitors, and the Company’s ability to
manage growth and assessments of ongoing exploration activities and results. The
Company cannot offer assurance that its expenses will either meet or exceed its
projections.
Liquidity and Capital Resources
The Company is in the exploration-stage and does not generate revenues. As such,
the Company finances its operations and the acquisition and exploration of its
mineral properties through the issuance of common stock, and the Company could
be materially adversely affected if it is unable to raise capital because of
market or other factors.
As of
retained earnings as of
loss for the year ended
During the year ended
shares of common stock for net proceeds of
subsidiary, issued a total of 11,203,661 shares of common stock for net proceeds
of
During the upcoming year, the Company plans cash expenditures of approximately
22
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The timing of expected expenditures is dependent upon a number of factors,
including the availability of contractors. The Company has sufficient funds for
funding its activities for the current year and for the 12-month period beyond
the filing of the Annual Report.
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Results of Operations
Fiscal years ended
Revenue
We had no operating revenues during the fiscal years ended
2021. We are not currently profitable. We had a net loss of
year ended
Exploration Costs
During the years ended
related to allocated share-based compensation of
preparation for, and initiation of exploration drilling and related activities
in
survey and increased the review and compilation of historical geological data.
Included in these costs were payments of annual claim maintenance fees related
to our mineral properties.
General and Administrative
Our general and administrative expenses for the year ended
These expenditures were primarily for legal, accounting & professional fees,
investor relations and other general and administrative expenses necessary for
our operations. The increase year over year was primarily due to an increase in
allocated stock-based compensation of
addition, with the increased capital available, the organization grew from zero
employees to over 20, which resulted in increased general and administrative
costs to
organization grew to support advancing the exploration activities, which
included drilling activities in the 2022 year.
We had losses from operations for the fiscal years ended
totaling approximately
before income tax for the fiscal year ended
the year of approximately
2021
largely due to a gain on derivative assets of
expense from notes payable for the fiscal years ended
respectively, in the amounts of approximately
Cash flows used in operating activities
During the years ended
in operating activities were
in operations for fiscal 2022 increased year over year as the company increased
the amount of land staking and associated annual claim maintenance costs. In
addition, the company completed an airborne geophysical survey and engaged
additional personnel to review and commence the compilation of historical
geological data obtained through the Barrick option agreements. The Company
also began preparation for drilling activities, which commenced in January of
2022.
Cash flows used in investing activities
During the years ended
activities were
31, 2022
purchases of property and equipment. In the year ended
used for investing activities consisted primarily of
acquisition of mineral properties,
equipment, as well as
acquisition of control of DTRC on
DTRC’s cash of
Cash flows from financing activities
During the years ended
activities were
issued shares for net proceeds of
proceeds of
proceeds from option exercises of
DTRC declared and paid a special cash dividend to non-controlling interest
stockholders totaling
to receive its pro-rata share of this special cash dividend.
24
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Off-Balance Sheet Arrangements
As of
for annual payments in relation to annual mineral lease payments related to
certain properties under option as disclosed in Note 3 of the financial
statements.
Critical Accounting Estimates
Management’s discussion and analysis of financial condition and results of
operations is based on our consolidated financial statements, which have been
prepared in accordance with
requires management to make assumptions, estimates and judgments that affect the
reported amounts of assets, liabilities, revenues, costs and expenses, and the
related disclosures of contingencies. Management bases its estimates on various
assumptions and historical experience, which are believed to be reasonable;
however, due to the inherent nature of estimates, actual results may differ
significantly due to changed conditions or assumptions. On a regular basis,
management reviews the accounting policies, assumptions, estimates and judgments
to ensure that our consolidated financial statements are fairly presented in
accordance with
cannot be determined with certainty, actual results could differ from our
assumptions and estimates, and such differences could be material. Management
believes that the following critical accounting estimates and judgments have a
significant impact on our consolidated financial statements; Valuation of
options granted to Directors and Officers using the Black-Scholes model, and
judgement related to impairment indicators of the fair value of mineral
properties. The Company’s accounting policies are described in greater detail in
Note 2 to our audited annual consolidated financial statements for the fiscal
year ended
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