Attached files
| file | filename |
|---|---|
| EX-14 - ETHICS CODE - Gentor Resources, Inc. | ethics.htm |
| EX-14 - WHISTLEBLOWER POLICY - Gentor Resources, Inc. | whistleblower.htm |
| EX-31 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 OF SARBANES-OXLEY - Gentor Resources, Inc. | certification_302cfo.htm |
| EX-31 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 OF SARBANES-OXLEY - Gentor Resources, Inc. | certification_302ceo.htm |
| EX-32 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 OF SARBANES-OXLEY - Gentor Resources, Inc. | certification_906cfo.htm |
| EX-32 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 OF SARBANES-OXLEY - Gentor Resources, Inc. | certification_906ceo.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period form ____________________ to ____________________.
Commission file number 333-130386
GENTOR RESOURCES, INC.
___________________________________________
(Exact Name of registrant as specified in its charter)
Florida
20-2679777
-------------------------------
-------------------------
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1 First Canadian Place, Suite 7070
100 King Street West
Toronto, Ontario M5X 1E3
Canada
___________________________________________
(Address of principal executive offices)(Zip Code)
(416) 366-2221
___________________________________________
(Registrant=s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days.
x YES o NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such reports). o YES o NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer o | Accelerated filer o |
Non-accelerated filed o | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the exchange Act). oYES x NO
APPLICABLE ONLY TO CORPORATE ISSUERS
As of the date this report, there were 62,753,840 shares of the registrant's $0.0001 par value Common Stock outstanding.
GENTOR RESOURCES, INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1
Interim Condensed Consolidated Financial Statements as at and for the Three and Nine Months Ended September 30, 2011
Item 2.
Management=s Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Item 4.
Controls and Procedures.
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings.
Item 1A.
Risk Factors.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3.
Defaults Upon Senior Securities..
Item 5.
Other Information.
Item 6.
Exhibits.
SIGNATURES
PART I - FINANCIAL INFORMATION
Item 1.
Interim Condensed Consolidated Financial Statements as at and for the Three and Nine Months Ended September 30, 2011
(a)
Condensed Consolidated Balance Sheets
See accompanying notes to the unaudited interim condensed consolidated financial statements.
(b)
Condensed Consolidated Statements of Operations
GENTOR RESOURCES, INC. (an Exploration Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Stated in US dollars) (unaudited) | |||||
| For the three month period ended 09/30/2011 | For the three month period ended 09/30/2010 | For the nine month period ended 09/30/2011 | For the nine month period ended 09/30/2010 | Cumulative from inception on 03/24/2005 to 09/30/2011 |
Expenses |
|
|
|
|
|
|
|
|
|
|
|
Field camps expenses | $ 55,975 | $ 27,157 | $ 118,738 | $ 112,762 | $ 615,281 |
Surveying | - | 1,063 | - | 1,063 | 64,854 |
Geophysics | 21 | 2,847 | 103,719 | 655,236 | 763,746 |
Geochemistry | 19,866 | 9,917 | 46,762 | 9,917 | 230,770 |
Geology | 116,014 | 799 | 384,356 | 1,862 | 976,417 |
Drilling | 263,259 | 206,011 | 665,123 | 206,660 | 3,783,894 |
Environmental testing | - | - | - | 326 | 28,210 |
Mineral properties | - | 50,000 | 100,000 | 100,000 | 663,045 |
Consulting fees – related parties | - | - | - | - | 12,400 |
Consulting fees – others | 2,314 | 7,852 | 21,384 | 7,852 | 211,834 |
Management fees | - | - | - | - | 2,000 |
Professional fees | 177,640 | 121,737 | 510,698 | 284,558 | 1,706,364 |
General and administrative expenses | 480,331 | 342,392 | 1,309,277 | 945,714 | 3,372,788 |
Gain on sale of capital assets | (105,312) | - | (105,312) | (1,213) | (111,819) |
Depreciation | 36,661 | 38,674 | 125,166 | 107,751 | 497,733 |
Net Operating Loss | (1,046,769) | (808,449) | (3,279,911) | (2,432,488) | (12,817,517) |
Interest income | 1,037 | 55 | 1,157 | 142 | 3,711 |
Loss on derivative financial instruments | (70,333) | - | (70,333) | - | (70,333) |
Rental income | 1,000 | - | 1,000 | - | 7,720 |
Loss on deposit | - | - | - | - | (50,000) |
Net loss | $ (1,115,065) | $ (808,394) | $ (3,348,087) | $ (2,432,346) | $ (12,926,419) |
|
|
|
|
|
|
Basic and diluted loss per common share (note 12) | $ (0.02) | $ (0.02) | $(0.06) | $ (0.07) |
|
|
|
|
|
|
|
Weighted average number of basic and diluted common shares outstanding (note 12) | 58,276,316 | 42,163,000 | 58,776,050 | 36,137,513 |
|
See accompanying notes to the unaudited interim condensed consolidated financial statements.
(c)
Condensed Consolidated Statements of Cash Flows
GENTOR RESOURCES, INC. (an Exploration Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in US dollars) (unaudited) | |||
| For the nine month period ended 09/30/2011 | For the nine month period ended 09/30/2010 | Cumulative from inception on 03/24/2005 to 09/30/2011 |
CASH PROVIDED BY (USED IN): |
|
|
|
Operating activities: |
|
|
|
Adjustments required to reconcile net loss with net cash used in operating activities |
|
|
|
Net Loss | $ (3,348,087) | $ (2,465,527) | $ (12,926,419) |
Depreciation | 125,166 | 107,751 | 497,733 |
Loss on derivative financial instruments | 70,333 | - | 70,333 |
(Gain) loss on sale of capital asset | (105,312) | 1,213 | (111,819) |
Accrued interest included in notes payable | 40,472 | 80,988 | 135,587 |
Stock based compensation – employees | 381,476 | 37,161 | 522,310 |
Stock based compensation – consultants | - | - | 97,500 |
Loss on deposit | - | - | 50,000 |
Shares issued for mineral properties | - | - | 100,000 |
Shares issued for services | - | 180,000 | 180,000 |
Change in non cash working capital balance |
|
|
|
Accounts payable | (54,178) | (200,586) | 277,997 |
Accrued liabilities | (15,303) | - | 25,941 |
Prepaids and advances | (73,563) | (10,984) | (168,001) |
Cash used in operating activities | (2,978,996) | (2,269,984) | (11,248,838) |
Financing Activities |
|
|
|
Loan payable repayment | (74,196) | (26,937) | (145,499) |
Notes payable | - | 767,237 | 676,389 |
Due to related parties/advances | (70,255) | (319,988) | (390,058) |
Common shares and warrants issued (net of issuance costs) | 5,549,914 | 1,895,480 | 19,280,223 |
Cash provided by financing activities | 5,405,463 | 2,315,792 | 19,421,055 |
Investing activities |
|
|
|
Purchase of capital assets | (109,600) | (44,826) | (615,573) |
Gentor Resources Limited acquisition (note 3) | - | 255,889 | 255,889 |
Proceeds from disposal of capital assets | 159,500 | 4,000 | 174,750 |
Purchase of a certificate of deposit | - | - | (10,000) |
Mineral properties expenditures | - | - | (169,000) |
Cash provided by (used in) investing activities | 49,900 | 215,063 | (363,934) |
Net increase in cash | 2,476,367 | 260,871 | 7,808,283 |
Cash, beginning of the period | 5,331,916 | 17,547 |
|
Cash, end of the period | $ 7,808,283 | $ 278,418 | $ 7,808,283 |
Supplemental cash flow information (note 13).
See accompanying notes to the unaudited interim condensed consolidated financial statements.
(d)
Condensed Consolidated Statements of Shareholders= Equity
GENTOR RESOURCES, INC. (An Exploration Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the Nine Month Period Ended September 30, 2011 (Stated in US dollars) (unaudited) | |||||
| Common Shares | Common Shares Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders= Equity (deficiency) |
Shares issued on 03/24/2005 at $0.004 per share | 12,500,000 | $ 1,250 | $ 48,750 | $ - | $ 50,000 |
Net loss for the year | - | - | - | (97,637) | (97,637) |
Balance at 12/31/2005 | 12,500,000 | 1,250 | 48,750 | (97,637) | (47,637) |
Shares issued on 12/15/2006 at $0.20 per share | 5,000,000 | 500 | 999,500 | - | 1,000,000 |
Net loss for the year | - | - | - | (233,900) | (233,900) |
Balance at 12/31/2006 | 17,500,000 | $ 1,750 | 1,048,250 | (331,537) | 718,463 |
Shares issued on 7/23/2007 at $0.20 per share | 500,000 | $ 50 | 99,950 | - | 100,000 |
Shares issued on 07/31/2007 at $0.20 per share | 1,000,000 | 100 | 199,900 | - | 200,000 |
Shares issued on 11/20/2007 at $0.25 per share | 1,000,000 | 100 | 249,900 | - | 250,000 |
Shares issued on 12/17/2007 at $1.00 per share | 2,500,000 | 250 | 2,374,750 | - | 2,375,000 |
Net loss for the year | - | - | - | (1,881,910) | (1,881,910) |
Balance at 12/31/2007 | 22,500,000 | $ 2,250 | 3,972,750 | (2,213,447) | 1,761,553 |
Net loss for the year | - | - | - | (3,189,473) | (3,189,473) |
Balance at 12/31/2008 | 22,500,000 | $ 2,250 | $ 3,972,750 | $ (5,402,920) | $ (1,427,920) |
Net loss for the year | - | - | - | (564,947) | (564,947) |
Balance at 12/31/2009 | 22,500,000 | $ 2,250 | $ 3,972,750 | $ (5,967,867) | $ ( 1,992,867) |
Shares issued on 03/08/2010 at $1.02 per share (notes 3 and 12) | 13,063,000 | 1,306 | 13,322,954 | - | 13,324,260 |
Shares issued at $0.75 per share on 04/28/2010 (note 12) | 2,600,000 | 260 | 4,679,740 | - | 4,680,000 |
Shares issued at $0.75 per share on 04/29/2010 (note 12) | 4,000,000 | 400 | 1,164,512 | - | 1,164,912 |
Warrants issued on 04/29/2010 (note 12) | - | - | 730,568 | - | 730,568 |
Shares issued at $0.75 per share on 10/28/2010 (note 12) | 4,000,000 | 400 | 2,260,794 | - | 2,261,194 |
Warrants issued on 10/28/2010 (note 12) | - | - | 738,806 | - | 738,806 |
Shares issued at $0.75 per share on 10/29/2010 (note 12) | 333,334 | 33 | 183,844 | - | 183,877 |
Warrants issued on 10/29/2010 (note 12) | - | - | 60,049 | - | 60,049 |
Shares issued at $0.75 per share on 11/02/2010 (note 12) | 2,666,667 | 267 | 1,507,196 | - | 1,507,463 |
Warrants issued on 11/02/2010 (note 12) | - | - | 492,537 | - | 492,537 |
Shares issued at $0.75 per share on 11/18//2010 (note 12) | 26,000 | 3 | 14,695 | - | 14,698 |
Warrants issued on 11/18/2010 (note 12) | - | - | 4,802 | - | 4,802 |
Shares issued at $0.75 per share on 12/22/ 2010 (note 12) | 3,662,671 | 366 | 2,032,186 | - | 2,032,552 |
Warrants issued on 12/22/2010 (note 12) | - | - | 663,851 | - | 663,851 |
Issuance of stock options on 08/30/2010 (note 12) | - | - | 238,334 | - | 238,334 |
Net loss for the year | - | - | - | (3,610,465) | (3,610,465) |
Balance at 12/31/2010 | 52,851,672 | $ 5,285 | $ 32,067,618 | $ (9,578,332) | $ 22,494,571 |
Shares issued at $0.75 per shares on (note 12) on 01/18/2011 | 200,000 | 20 | 112,762 | - | 112,782 |
Warrants issued on 01/18/2011 (note 12) | - | - | 37,218 | - | 37,218 |
Shares issued at $0.75 per shares on 01/24/1011 (note 12) | 250,000 | 25 | 140,952 | - | 140,977 |
Warrants issued on 01/24/2011 (note 12) | - | - | 46,523 | - | 46,523 |
Shares issued at $0.75 per shares on 01/26/ 2011 (note 12) | 5,333,334 | 533 | 3,006,987 | - | 3,007,520 |
Warrants issued on 01/26/2011 (note 12) | - | - | 992,481 | - | 992,481 |
Shares issued at $0.75 per shares on 01/27/2011 (note 12) | 200,000 | 20 | 112,762 | - | 112,782 |
Warrants issued on 01/27/2011 (note 12) | - | - | 37,218 | - | 37,218 |
Shares issued at $0.75 per shares on 02/24/2011 (note 12) | 222,000 | 22 | 125,166 | - | 125,188 |
Warrants issued on 02/24/2011 (note 12) | - | - | 41,312 | - | 41,312 |
Shares issued at $0.75 per shares on 03/04/2011 (note 12) | 33,334 | 3 | 18,795 | - | 18,798 |
Warrants issued on 03/04/2011 (note 12) | - | - | 6,203 | - | 6,203 |
Shares issued at $0.75 per shares on 03/07/2011 (note 12) | 113,000 | 11 | 63,711 | - | 63,722 |
Warrants issued on 03/07/2011 (note 12) | - | - | 21,028 | - | 21,028 |
Shares issued at $0.75 per shares on 03/15/2011 (note 12) | 165,000 | 17 | 93,028 | - | 93,045 |
Warrants issued on 03/15/2011 (note 12) | - | - | 30,705 | - | 30,705 |
Shares issued at Cdn$1.00 per share on 08/09/2011 (note 12) | 35,000 | 4 | 31,762 |
| 31,766 |
Shares issued at Cdn$1.00 per share on 08/17/2011 (note 12) | 5,000 | 1 | 4,577 | - | 4,578 |
Shares issued at Cdn$1.00 per share on 09/01/2011 (note 12) | 25,000 | 3 | 22,919 | - | 22,922 |
Shares issued at Cdn$1.00 per share on 09/12/2011 (note 12) | 255,000 | 26 | 224,967 | - | 224,993 |
Shares issued at Cdn$1.00 per share on 09/16/2011 (note 12) | 750,000 | 75 | 661,428 | - | 661,503 |
Shares issued at Cdn$1.00 per share on 09/19/2011 (note 12) | 41,500 | 4 | 36,162 | - | 36,166 |
Shares issued at Cdn$1.00 per share on 09/20/2011 (note 12) | 5,000 | 1 | 4,335 | - | 4,336 |
Shares issued at Cdn$1.00 per share on 09/26/2011 (note 12) | 1,000 | - | 837 | - | 837 |
Shares issued at Cdn$1.00 per share on 09/27/2011 (note 12) | 5,000 | 1 | 4,339 | - | 4,340 |
Financing costs (note 12) | - | - | (473,463) | - | (473,463) |
Stock based compensation expense (note 12) | - | - | 381,476 | - | 381,476 |
Net loss for the period | - | - | - | (3,348,087) | (3,348,087) |
| 60,490,840 | $ 6,051 | $ 37,853,808 | $ (12,926,419) | $ 24,933,440 |
See accompanying notes to the unaudited interim condensed consolidated financial statements.
(e)
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
1.
ORGANIZATION AND GOING CONCERN
Gentor Resources, Inc. (“the Company”) was incorporated on March 24, 2005 under the Florida Business Corporation Act. The Company is an exploration stage corporation formed for the purpose of prospecting and developing mineral properties.
The accompanying interim condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, the realization of assets and satisfaction of liabilities in the normal course of business. For the nine months ended September 30, 2011, the Company has a loss from operations of $3,348,087 (nine months ended September 30, 2010 - $2,432,346) and accumulated deficit of $12,926,419 (December 31, 2010 – $9,578,332), which raises substantial doubt on the Company’s ability to continue on a going concern basis.
The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditure, working capital and other cash requirements. The Company’s continued existence is dependent upon it emerging from the exploration stage, obtaining additional financing to continue operations, exploring and developing the mining properties and the discovery, development and sale of ore reserves.
These interim condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a)
BASIS OF PRESENTATION
The accompanying interim condensed consolidated financial statements of the Company for the three and nine-month periods ended September 30, 2011 and 2010 are unaudited. However, in the opinion of the Company, all adjustments considered necessary for a fair presentation have been reflected therein. Certain financial information, which is normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), but is not required for interim reporting purposes, has not been presented. The accompanying interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2010. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.
b)
BASIS OF CONSOLIDATION
The Company’s interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Gentor Idaho and Gentor Resources Limited (formerly known as APM Mining Limited). Gentor Idaho was incorporated on June 28, 2007 under the laws of the State of Idaho. APM Mining Limited was incorporated on November 19, 2009 under the laws of the British Virgin Islands and changed its name from APM Mining Limited on April 30, 2010 following its acquisition by the Company on March 8, 2010 (see note 3). Intercompany balances and transaction have been eliminated in preparing the accompanying interim condensed consolidated financial statements.
c)
MINERAL PROPERTIES AND EXPLORATION COSTS
Exploration costs pertaining to mineral properties with no proven reserves are charged to operations as incurred. When it is determined that mineral properties can be economically developed as a result of establishing proven and probable reserves, costs incurred to develop such properties are capitalized. Such costs will be depreciated using the units-of-production method over the estimated life of the probable reserves. The Company is in the exploration stage and has not yet realized any revenue from its planned operations.
d)
CAPITAL ASSETS
Capital assets are recorded at cost less accumulated depreciation. Depreciation is recorded as follows:
Vehicle
-
Straight line over a range of two to four years
Mining equipment
-
Straight line over four years
Office equipment
-
Straight line over four years
Furniture and fixtures
-
20% declining balance basis
Building
-
Straight line over five years
e)
ASSET IMPAIRMENT
The Company monitors events and changes in circumstances, which may require an assessment of the recoverability of its long-lived assets. If required, the Company would assess recoverability using estimated undiscounted future operating cash flows of the related asset or asset grouping. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the carrying amount of an asset is not recoverable, an impairment loss is recognized in operations, measured by comparing the carrying amount of the asset to its fair value. No impairment losses were warranted or recorded for the three and nine-month periods ended September 30, 2011, and 2010. Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less cost to sell.
f)
ASSET RETIREMENT OBLIGATIONS
The fair value of the liability of an asset retirement obligation is recorded when it is incurred and the corresponding increase to the asset is depreciated over the estimated life of the asset. The liability is periodically adjusted to reflect changes in the estimates present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the asset retirement obligation. The Company has no asset retirement obligations recorded on its balance sheets as at September 30, 2011 and December 31, 2010.
g)
STOCK BASED COMPENSATION
The Company has a stock option plan, which is described in note 12(c). The Company uses the fair value method of accounting for stock options granted to directors, officers and employees whereby the fair value of options granted measured at the grant date is recorded as a compensation expense in the financial statements over the requisite employee service period (usually the vesting period). Compensation expense on stock options granted to non-employees is measured at the earlier of the completion of performance and the date the options are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received. Any consideration paid by directors, officers, employees and consultants on exercise of stock options or purchase of shares is credited to capital stock. Shares are issued from treasury upon the exercise of stock options. The Company estimates that all options will vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
h)
CASH
Cash consists of bank balances. The Company maintains cash in bank deposit accounts that at times, may exceed US and Canadian federally insured limits. The Company has not experienced any losses in such accounts.
i)
FOREIGN EXCHANGE
The Company’s functional and reporting currency is United States dollars. The functional currency of the foreign operations is in United States dollars and amounts are translated as follows: monetary assets and liabilities are translated at the spot rates of exchange in effect at the end of the period; non-monetary items are translated at historical exchange rates in effect on the dates of the transactions. Revenues and expense items are translated at average rates of exchange in effect during the period, except for depreciation which is translated at its corresponding historical rate. Realized and unrealized exchange gains and losses are included in the condensed consolidated statements of operations.
j)
USE OF ESTIMATES
The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from management's best estimates as additional information becomes available in the future. The Company bases its estimates and assumptions on historical experience, current facts, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Significant estimates and assumptions include those related to the recoverability of mineral properties and capital assets, estimation of future income taxes, useful lives of depreciable assets, and fair value estimates for stock options and warrants.
k)
FAIR VALUE OF FINANCIAL INSTRUMENTS
Effective January 1, 2008, the Company implemented SFAS 157 (ASC 820-10) for its financial assets and financial liabilities that are re-measured and reported at fair value at each reporting period.
In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.
The Company has Canadian dollar ("Cdn$") denominated warrants, the liability portion of which are considered derivative financial instruments requiring re-measurement at each reporting period. See Note 12e for the Black-Scholes option-pricing model that was used to estimate values of all warrants granted.
l)
INCOME TAXES
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes, which require the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, and for the tax loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred taxes for the estimated future tax effects attributable to deductible temporary differences and loss carryforwards when realization is more likely than not. The deferred taxes for the Company amount to nil at the balance sheet date.
Accounting Standards Codification 740, “Income Taxes” requires that the Company recognize the impact of a tax position in our financial statement if the position is more likely than not of being sustained upon examination and on the technical merits of the position. At September 30, 2011, the Company has no material unrecognized tax benefits. The Company does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.
m)
LOSS PER SHARE
Basic loss per share calculations are based on the weighted average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated using the treasury method. The treasury method assumes that outstanding stock options and share purchase warrants with an average exercise price below market price of the underlying shares are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price of the common shares for the period. As the Company is incurring losses, basic and diluted loss per share are the same since including the exercise of outstanding stock options and share purchase warrants in the diluted loss per share calculation would be anti-dilutive.
3.
ACQUISITION
On March 8, 2010, pursuant to a stock exchange agreement, the Company acquired all of the issued and outstanding shares of Gentor Resources Limited (formerly APM Mining Limited) in exchange for 10,362,000 of its own common shares.
Gentor Resources Limited is a mineral exploration company which has secured the earn-in rights to specific exploration ground holdings in the Sultanate of Oman (“Oman”), comprising sites identified as having significant potential for copper mineralization.
The purchase price for this acquisition was $13,395,583, which included 10,362,000 of the Company’s common shares at a price of $1.02 per share and direct costs of $2,826,343. As part of the transaction costs, the Company issued 2,701,000 shares at a price of $1.02 per share to a related party in exchange for capital raising services. Included in direct costs are $71,323 of costs that are part of accounts payable and accrued liabilities. The price of $1.02 per share was based on the market price of the shares on March 8, 2010, being the date the Company and Gentor Resources Limited closed the agreement.
The acquisition was accounted for as a purchase of assets. The total consideration and transaction costs have been allocated to the net assets acquired and liabilities assumed as follows:
Issuance of 10,362,000 common shares | $ 10,569,240 |
Transaction costs (including issuance of 2,701,000 common shares) | 2,826,343 |
Purchase Price | $ 13,395,583 |
|
|
Net assets acquired and liabilities assumed: |
|
Cash | $ 255,889 |
Prepaids and deposits | 2,371 |
Capital assets | 108,921 |
Mineral properties | 13,748,198 |
Accounts payable and accrued liabilities | (190,415) |
Due to related parties | (529,381) |
Net assets acquired | $13,395,583 |
In connection with the foregoing transaction, the Company issued 2,500,000 shares to a non-US Person in connection with the amendment of a certain Earn-In Agreement between Al Fairuz Mining Company, LLC (“Al Fairuz Mining”) and Gentor Resources Limited with respect to the Company’s Block 5 project located in the Sultanate of Oman. The 2,500,000 shares were issued on April 28, 2010 at a price of $1.80 per share. Consequently, there was an increase to mineral properties of $4,500,000.
4.
PREPAIDS AND ADVANCES
The prepaids and advances primarily consists of $105,688 for prepaid rent and $10,960 for insurance as at September 30, 2011 (December 31, 2010, $30,970 and $15,395).
5.
LONG TERM DEPOSIT
The long term deposit is a $10,000 certificate of deposit issued on March 11, 2011 and assigned to the United States Department of the Interiors, Bureau of Land Management, as a reclamation bond for the installation of a bridge crossing the Patterson creek at the Company’s Idaho project.
This certificate of deposit bears an interest rate of 1.75% per annum and matures on March 11, 2012. It will automatically roll over to maintain the bond in good standing.
6.
MINERAL PROPERTIES
Oman Project
On March 8, 2010, the Company acquired, through its wholly-owned subsidiary Gentor Resources Limited, the earn-in rights to the Block 5 and Block 6 copper exploration projects located in Oman. Pursuant to the Earn-in Agreement between Al Fairuz Mining and Gentor Resources Limited, which relates to the Block 5 project, the Company has the right to earn up to a 65% equity position in Al Fairuz Mining. Pursuant to the earn-in Agreement between Al Zuhra Company, LLC (“Al Zuhra Mining”) and Gentor Resources Limited, which relates to the Block 6 project, the Company has the right to earn up to a 70% equity position in Al Zuhra Mining.
The entire balance of $18,248,198 recorded in mineral properties in the balance sheet as of September 30, 2011 (December 31, 2010 - $18,248,198) is attributable to the Oman Project.
Idaho Project
Effective as of July 23, 2007, Bardswich LLC, an entity that is owned and controlled by Lloyd J. Bardswich, who was the president and CEO of the Company, and Gentor Idaho, a wholly owned subsidiary of the Company, entered into an assignment agreement whereby Bardswich LLC assigned all of its rights, title and interest in and to the Idaho Option Agreement (“Idaho Option Agreement”) to Gentor Idaho in exchange for $40,000 in cash and 500,000 shares of the Company’s common stock. The Idaho Option Agreement dated effective as of March 1, 2007 relates to a certain mineral lease agreement and an option to purchase twenty one (21) patented mining claims located over approximately 376 acres of real property and four other parcels of approximately 216 acres (collectively, the “Optioned Properties”) in Lemhi County, Idaho. An initial payment of $40,000 in cash was made by the Idaho claim owner upon execution of the Idaho Option Agreement and an additional payment of $60,000 was made on the six-month anniversary date of signing the original Idaho Option Agreement. A payment of $100,000 was made during the month of March 2008 with respect to the first anniversary date of the Idaho Option Agreement. Additional payments of (i) $100,000 in cash was due on or before the second and third anniversary date of the Idaho Option Agreement, and (ii) $200,000 in cash is due on or before the fourth anniversary date thereafter until the purchase price is paid or the Idaho Option Agreement is terminated or cancelled. However, on March 1, 2009, the second anniversary date of the Idaho Option Agreement, the Idaho Claim Owner agreed to accept four equal payments of $25,000 on each March 1, May 1, July 1, and September 1, 2009 in lieu of the $100,000 payment that was due in full on March 1, 2009. All payments with respect to the second anniversary date were made accordingly. Similarly, on February 14, 2010, the Idaho Claim Owner agreed to accept four equal payments of $25,000 each on each of March 1, May 1, July 1, and September 1, 2010 in lieu of the $100,000 payment that was due in full on March 1, 2010, the third anniversary date of the Idaho Option Agreement. The $25,000 payments that were due on March 1, May 1, July 1 and September 1, 2010 were paid to the Idaho Claim Owner. On March 8, 2011, the Idaho Claim Owner agreed to accept a payment of $100,000 in lieu of the $200,000 payment that was due in full on March 1, 2011 (the fourth anniversary date of the Idaho Option Agreement). The foregoing agreed upon $100,000 payment has been paid to the Idaho Claim Owner. All payments that become due subsequent to March, 2011 remain as stipulated in the original agreement. To the extent that the Company makes any advanced minimum royalty payments, the Company is entitled to receive a corresponding credit against any required net smelter return royalties that are otherwise required to be paid to the Idaho claim owner under the Idaho Option Agreement. The Idaho Option Agreement also grants the Company an option to purchase the Idaho claim owner’s rights to the Optioned Properties, including but not limited to the IMA Mine, for a total purchase price of $5,000,000, excluding there from the right of the Idaho claim owner to receive a three percent (3%) royalty on net revenue generated from the sale of any molybdenum, copper, lead and zinc recovered from the IMA Mine and five percent (5%) royalty on the net revenue generated from the sale of all other ores, minerals, or other products recovered from the Optioned Properties.
The Company expenses payments made to the Idaho project as they come due as mineral property expenses. There is no accrual or asset set up for this project.
7.
CAPITAL ASSETS
September 30, 2011 |
|
|
|
|
|
|
|
| Cost and additions during the period | Accumulated Depreciation | Net Book Value |
Vehicle | $ 168,328 | $ 52,691 | $ 115,637 |
Mining equipment | 60,756 | 15,159 | 45,597 |
Office equipment | 61,496 | 29,709 | 31,787 |
Furniture and Fixtures | 15,314 | 3,644 | 11,670 |
Building | 358,241 | 256,389 | 101,852 |
| $ 664,135 | $ 357,592 | $ 306,543 |
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
|
| Cost and additions during the period | Accumulated Depreciation | Net Book Value |
Vehicle | $ 108,921 | $ 22,691 | $ 86,230 |
Mining equipment | 189,505 | 78,079 | 111,426 |
Office equipment | 40,488 | 25,752 | 14,736 |
Furniture and Fixtures | 10,377 | 2,060 | 8,317 |
Building | 358,241 | 202,653 | 155,588 |
| $ 707,532 | $ 331,235 | $ 376,297 |
|
|
|
|
During the nine months ended September 30, 2011, the Company sold two capital assets (including a bulldozer) with a net book value of $54,188 for $159,500. The resulting gain on sale is included in the Condensed Consolidated Statement of Operations. See Note 10 for additional information on the sale of the bulldozer.
8.
RELATED PARTY TRANSACTIONS
As of September 30, 2011, a balance of $114,740 advanced to the Company from a former director and officer of the Company was outstanding (December 31, 2010 - $194,969). This advance is unsecured, non-interest bearing and re-payable upon demand.
In June 2009, an amount of $79,675 was advanced by two directors of the Company and used to repay accounts payable owed by the Company. During the nine months ended September 30, 2011 the remaining balance of $4,686 was paid. The balance of this advance as at September 30, 2011 was $Nil (December 31, 2010 - $4,686).
As of September 30, 2011, an amount of $5,329 (December 31, 2010 - $9,923) was due to a corporation of which, a director and officer of the Company is a partner. During the nine months ended September 30, 2011, the Company reimbursed to this corporation travel and other office expenses incurred on behalf of this director and officer of the Company in the amount of $20,381 (nine months ended September 30, 2010 - $125,510).
As at September 30, 2011, $21,027 was due to two companies with common directors in relation to shared office expenses (December 31, 2010 - $nil).
As of September 30, 2011, no interest was owed to two directors of the Company (December 31, 2010 - $1,772) relating to the $193,771 previously advanced to the Company for working capital purposes during the first quarter of 2010. The principal amount of this advance was repaid during the fourth quarter of 2010.
All transactions are in the normal course of operations and are measured at the exchange value amount as determined by management.
9.
NOTE PAYABLE
As of September 30, 2011, the Company has an outstanding promissory note of $810,205 (December 31, 2010 - $769,733), which includes $40,472 of interest accrued during the nine month period ended September 30, 2011 (nine months ended September 30, 2010 - $40,472). This note bears interest at a rate of 8% per annum, is unsecured and is due on demand.
10.
LOAN PAYABLE
On December 12, 2008, the Company entered into a financing agreement for the purchase of a bulldozer in the amount of $145,500. As discussed in Note 7, during the nine months ended September 30, 2011, the Company entered into an agreement to sell the bulldozer in the amount of $155,000. Upon receipt of the funds, the Company paid off the balance of this loan in the amount of $52,949. The sale resulted in a gain in the amount of $100,812 reported in the Statements of Operations.
11.
REPORTABLE SEGMENTS
The Company operates in one business segment: the exploration, mine development and extraction of precious metals in two geographic areas, the Sultanate of Oman and the United States.
As at | September 30, 2011 | December 31, 2010 |
|
|
|
Oman – mineral properties | $ 18,248,198 | $ 18,248,198 |
Oman – capital assets | 193,753 | 140,390 |
United States – capital assets | 112,790 | 235,907 |
| $ 18,554,741 | $ 18,624,495 |
12.
SHARE CAPITAL
a)
Authorized Share Capital
The authorized share capital of the Company consists of 50,000,000 preferred shares and 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote and no holder of the common shares shall be entitled to any right of cumulative voting. Preferred shares may be issued in series with distinctive serial designations.
b)
Issued Share Capital
From January 18, 2011 to March 15, 2011, as part of a private placement the Company sold 6,516,666 units at a price of $0.75 per unit for gross proceeds of $4,887,500. Each unit consists of one share of common stock of the Company and one warrant (“Warrant”) which entitles the holder thereof to purchase one additional common share (see note 12(d)). Each Warrant is exercisable for a period of 12 months from the date of issuance at an exercise price of $0.90 per share.
From August 10, 2011 to September 27, 2011, as part of a private placement the Company sold 1,122,500 units at a price of Usd$0.97 to Usd$1.02 (Cdn$1.00) per unit for gross proceeds of approximately Usd$1,135,900 (Cdn$1,122,500). Each unit consists of one share of common stock of the Company and one warrant which entitles the holder thereof to purchase one half of an additional common share for a period of 12 months from the date of issuance at an exercise price of Usd$1.22 to Usd$1.29 (Cdn$1.25) per share (see note 12(e)).
As of September 30, 2011, the Company had outstanding 60,490,840 (December 31, 2010 – 52,851,672) common shares and no preferred shares.
c)
Stock Based Compensation
On July 28, 2010, the Company announced that it had authorized and approved the adoption and implementation of the Gentor Resources 2010 Performance and Equity Incentive Plan (the “Plan”). Persons eligible to receive awards under the Plan include officers or employees of the Company, directors and advisors to the Company. The aggregate number of shares of common stock of the Company, par value $0.0001 per share subject to awards under the Plan is 4,000,000 shares. The Plan authorizes stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, and other forms of awards granted or denominated in Common Stock, as well as performance based awards, which may be denominated in cash or stock.
On August 30, 2010 (the “Grant Date”), the Company announced that 725,000 non-qualified stock options were issued to various employees and consultants under the Company’s Stock Option Plan. The holder is entitled to purchase one share of the $0.0001 par value common stock of the Company at a purchase price of $0.75 per share within 5 years. The options vest at a rate of 25% on each six-month anniversary of the Grant Date.
On April 1, 2011 (the “Grant Date”), the Company announced that 400,000 non-qualified stock options were issued to various employees. The holder is entitled to purchase one share of the $0.0001 par value common stock of the Company at a purchase price of $0.90 per share within 5 years. The options vest at a rate of 25% on each six-month anniversary of the Grant Date.
As at September 30, 2011, the Company had 1,125,000 stock options outstanding to acquire common shares at a weighted average price of $0.80. The remaining weighted average contractual life of outstanding options is 4.12 years. The weighted average fair value of the options granted on April 1, 2011 is $0.23 per share. All of the stock options granted are expected to vest. As of September 30, 2011, the forfeiture estimate of the outstanding options is 0%. The number of stock options forfeited, cancelled, expired and exercised was nil. There were 362,500 stock options exercisable and 762,500 stock options expected to vest as at September 30, 2011. The weighted average exercise price of the options exercisable is $0.75 with a remaining weighted average contractual life of 3.92 years.
During the nine months ended September 30, 2011, the Company recognized in the statement of operations as an expense $381,476 (nine months ended September 30, 2010 - $37,161). This amount was credited accordingly to additional paid-in capital in the balance sheet (see note 13).
The Black-Scholes option-pricing model was used to estimate values of all stock options granted in 2011 based on the following assumptions:
(i)
Risk-free interest rate: 2.24% which is based on the 5 Year US Treasury Bond Rate (December 31, 2010 – 1.39%)
(ii)
Expected volatility: 68.71% which is based on the Company’s historical stock price (December 31, 2010 – 69.20%)
(iii)
Expected life: 5 years (December 31, 2010 – 5 years)
(iv)
Expected dividends: $Nil (December 31, 2010 - $Nil)
d)
Common Share Purchase Warrants
As at September 30, 2011, the Company had outstanding and exercisable common share purchase warrants of 21,205,338 (December 31, 2010 – 14,688,672) entitling the holder to purchase one common share of the Company:
Date of Issue | Number of Warrants Issued | Exercise Price | Exercise Period (months) | Remaining Contractual Life (months) |
April 29, 2010 | 4,000,000 | $0.75 | 24 | 7 |
October 28, 2010 (1) | 4,000,000 | $0.90 | 12 | 7 |
October 29, 2010 (1) | 333,334 | $0.90 | 12 | 7 |
November 2, 2010 (1) | 2,666,667 | $0.90 | 12 | 7 |
November 18, 2010(1) | 26,000 | $0.90 | 12 | 7 |
December 22, 2010 (1) | 3,662,671 | $0.90 | 12 | 9 |
January 18, 2011 (1) | 200,000 | $0.90 | 12 | 10 |
January 24, 2011 (1) | 250,000 | $0.90 | 12 | 10 |
January 26, 2011 (1) | 5,333,333 | $0.90 | 12 | 10 |
January 27, 2011 (1) | 200,000 | $0.90 | 12 | 10 |
February 24, 2011 (1) | 222,000 | $0.90 | 12 | 11 |
March 4, 2011 (1) | 33,333 | $0.90 | 12 | 11 |
March 7, 2011 (1) | 113,000 | $0.90 | 12 | 11 |
March 15, 2011 (1) | 165,000 | $0.90 | 12 | 11 |
| 21,205,338 |
|
|
|
|
|
|
|
|
(1) Warrant life extended by six months by the Company on October 5, 2011. See subsequent event Note 16.
As of September 30, 2011, the weighted average price of the warrants was $0.47 (December 31, 2010 - $0.55). The number of warrants that were cancelled, expired and exercised during the nine months ended September 30, 2011 was nil (see note 16) (year ended December 31, 2010 – nil).
The Black-Scholes option-pricing model was used to estimate values of the warrants granted based on the following assumptions:
(i)
Risk-free interest rate: 0.23% - 0.28% which is based on the US Treasury bond rate in effect at the time of grant for bonds with maturity dates at the estimated term of the warrants (December 31, 2010; 0.22% -1.01%)
(ii)
Expected volatility: 73.66% - 73.67%, which is based on the Company’s historical stock price (December 31, 2010; 60.14% - 73.66%)
(iii)
Expected life: 1 year (December 31, 2010; 1 - 2 years)
(iv)
Expected dividends: $Nil
e)
Canadian Dollar Common Share Purchase Warrants
As at September 30, 2011, the Company had outstanding and exercisable Canadian dollar common share purchase warrants of 561,250 (December 31, 2010 – nil) entitling the holder to purchase one common share of the Company:
Date of Issue | Number of Warrants Issued | Exercise Price | Exercise Period (months) | Remaining Contractual Life (months) |
August 9, 2011 (1) | 17,500 | $1.26 | 12 | 10 |
August 17, 2011 (1) | 2,500 | $1.27 | 12 | 11 |
September 1, 2011 (1) | 12,500 | $1.28 | 12 | 11 |
September 12, 2011 (1) | 127,500 | $1.26 | 12 | 11 |
September 16, 2011 (1) | 375,000 | $1.27 | 12 | 12 |
September 19, 2011 (1) | 20,750 | $1.26 | 12 | 12 |
September 20, 2011 (1) | 2,500 | $1.26 | 12 | 12 |
September 26 , 2011 (1) | 500 | $1.21 | 12 | 12 |
September 27, 2011 (1) | 2,500 | $1.23 | 12 | 12 |
| 561,250 |
|
|
|
|
|
|
|
|
(1) The exercise price for the Canadian dollar common share purchase warrant is Cdn$1.25 for one share and converted at day of issue.
As of September 30, 2011, the weighted average price of the warrants was $0.35 (December 31, 2010 $nil). The number of Canadian dollar common share purchase warrants that were cancelled, expired and exercised during the nine months ended September 30, 2011 was nil (year ended December 31, 2010 – nil). The Canadian dollar common share purchase warrants include both an equity and liability component.
The Black-Scholes option-pricing model was used to estimate values of the Canadian dollar common share purchase warrants granted based on the following assumptions:
(i)
Risk-free interest rate: 0.87% - 1.06% which is based on the Canadian marketable bonds, average yield 1-3 year rates in effect at the time of grant for bonds with maturity dates at the estimated term of the warrants (December 31, 2010; nil)
(ii)
Expected volatility: 75.68% - 80.45%, which is based on the Company’s historical stock price (December 31, 2010; nil)
(iii)
Expected life: 1 year (December 31, 2010; nil)
(iv)
Expected dividends: $Nil
During the nine-month period ended September 30, 2011, $70,333 was recorded as a loss on derivative financial instruments (nine months ended September 30, 2010 $nil).
f)
Loss Per Share
Loss per share was calculated on the basis of the weighted average number of common shares outstanding for the three and nine months ended September 30, 2011, amounting to 58,276,316 and 58,776,050 common shares, respectively (three and nine months ended September 30, 2010 – 42,163,000 and 36,137,513 respectively).
Diluted loss per share was calculated using the treasury stock method. For the three and nine months ended September 30, 2011, 21,967,838 common shares related to stock options and warrants were anti-dilutive. As at September 30, 2010, 4,725,000 common shares related to stock options and warrants were anti-dilutive.
13.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
For the nine months ended | September 30, 2011 | September 30, 2010 |
Cash paid during the period for: |
|
|
Interest | - | - |
Income Taxes | - | - |
14.
INCOME TAXES
For income tax purposes the Company had $3,348,087 of net operating losses for the nine-month period ended September 30, 2011, which can be used to offset future taxable income. During the year ended December 31, 2010, the Company incurred net losses and, therefore, had no tax liability. The net deferred tax asset generated by the cumulative loss carryforward has been fully reserved. The net operating loss carryforward is $10,310,000 at September 30, 2011. No income tax benefit has been recorded in the accompanying interim condensed consolidated financial statements since the recoverability of such assets will more likely than not be realized through known future revenue sources.
15.
FINANCIAL INSTRUMENTS
a)
INTEREST RATE RISK
The note payable held by the Company is due on demand; however, the interest rates are fixed and are not expected to change.
b)
FOREIGN CURRENCY RISK
Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Omani Rials and Canadian dollars. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign currency gains or losses are reflected as a separate component of the condensed consolidated statement of operations. The Company does not use derivatives instruments to reduce its exposure to foreign currency risk.
The following table indicates the impact of foreign currency risk on net working capital as at September 30, 2011. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Omani rial and Canadian dollar as identified which would have increased (decreased) the Company’s net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Omani rial and Canadian dollar would have had the equal but opposite effect as at September 30, 2011.
| Omani Rial | Canadian Dollar |
|
|
|
Cash | $ 38,370 | $ 1,081,246 |
Prepaids and advances | 42,948 | - |
Accounts payable | (45,152) | - |
Accrued liabilities | (8,064) | (34,546) |
Total foreign currency working capital | 28,102 | 1,046,700 |
US$ exchange rate at September 30, 2011 | 2.5900 | 0.9540 |
Total foreign currency net working capital in US$ | $ 72,784 | $ 998,552 |
Impact of a 10% strengthening of the US$ on net loss | $ 7,278 | $ 99,855 |
c)
FAIR VALUE HIERARCHY
The fair value of warrants (Note 2k) would be included in the hierarchy as follows:
| Fair Value Measurements at Reporting Dates Using: | ||
September 30, 2011 |
|
|
|
Liabilities | Level 1 | Level 2 | Level 3 |
Canadian dollar common share purchase warrants | - | $214,767 | - |
16.
SUBSEQUENT EVENTS
On October 5, 2011 the Company extended the warrant life by a period of six months for the 17,205,338 warrants issued from October 28, 2010 to March 15, 2011 at an exercise price of $0.90 per share. The exercise price of these warrants is $0.90 at a rate of one warrant for one common share. See Note 12(d) for additional information.
The Company's common shares commenced trading on the TSX Venture Exchange on November 7, 2011 under the trading symbol “GNT”.
The Company also completed in November 2011 its previously announced brokered private placement equity financing (the "Brokered Financing"). Under the Brokered Financing, which was conducted by a Canadian securities dealer (the "Agent") as agent, the Company issued 2,163,000 units of the Company at a price of Usd$0.98 (Cdn$1.00) per unit for total gross proceeds of Usd$2,124,715 (Cdn$2,163,000). Each such unit consists 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 Usd$1.23 (Cdn$1.25) for a period of one year from the date of issuance of the warrant.
In consideration for its services, the Company paid to the Agent a cash fee equal to 8% of the gross proceeds of the Brokered Financing, and granted to the Agent compensation options (the "Compensation Options") equal to 8% of the number of units sold under the Brokered Financing. Each Compensation Option entitles the holder to purchase one common share of the Company at a price of Usd$0.98 (Cdn$1.00) for a period of two years from the date of issuance of the Compensation Option.
Item 2. Management=s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations constitutes management=s review of the factors that affected our financial performance for the three (3) and nine (9) months ended September 30, 2011. This discussion is intended to further the reader=s understanding of the interim condensed consolidated financial condition and results of operations of our Company. This discussion should be read in conjunction with the interim condensed consolidated financial statements and notes thereto contained elsewhere in this report and the December 31, 2010 audited consolidated financial statements. These historical financial statements may not be indicative of our future performance.
Cautionary Statement Regarding Forward Looking Statements
The information provided in this Form 10-Q (the AReport@) may contain Aforward looking@ statements or statements which arguably imply or suggest certain things about our future. Statements, which express that we Abelieve@, Aanticipate@, Aexpect@, Aintend to@ or Aplan to@, as well as, other similar expressions and/or statements which are not historical fact, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that we believe are reasonable, but a number of factors and/or risks could cause our actual results to differ materially from those expressed or implied by these statements, including, but not limited to:
$
risks related to our properties being in the exploration stage
$
risks related to mineral exploration and development activities
$
risks related to our title and rights in and to our mineral properties
$
risks related our mineral operations being subject to government regulation
$
risks related to the competitive industry of mineral exploration
$
risks related to our ability to obtain additional capital to develop our resources, if any
$
risks related to the fluctuation of prices for precious and base metals
$
risks related to the possible dilution of our common stock from additional financing activities
$
risks related to our subsidiary activities
$
risks related to our shares of common stock
The foregoing list is not exhaustive of the factors that may affect our forward looking statements and new risk factors may emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Report. These forward-looking statements are based on our current expectations and are subject to a number of risks and uncertainties, including those set forth above. Although we believe that the expectations reflected in these forward-looking statements are reasonable, our actual results could differ materially from those expressed in these forward-looking statements, and any events anticipated in the forward-looking statements may not actually occur. Except as required by law, we undertake no duty to update any forward-looking statements after the date of this report to conform those statements to actual results or to reflect the occurrence of unanticipated events. Furthermore, any discussion of our financial condition and results of operations should be read in conjunction with the interim financial statements and the notes thereto included elsewhere in this Report.
Overview
In this Report, references to Awe,@ Aus,@ Aour@ and/or the ACompany@ refer to Gentor Resources, Inc., a Florida corporation.
We are a Florida corporation formed under the name of Gentor Resources, Inc. on March 24, 2005.
We are an exploration stage company (as such term is defined in Securities Act Industry Guide 7(a)(4)(i)) which means that we are engaged in the search for mineral deposits (reserves) which are not either in the development or production stage. Our corporate strategy is to create shareholder value by acquiring and developing highly prospective mineral properties.
Mineral exploration is a research and development activity that does not produce a specific product. Successful exploration often results in increased project value that can be realized through the optioning or selling of the claimed site to larger companies. As such, we aim to acquire properties which we believe have potential to host economic concentrations of minerals, particularly gold, molybdenum, nickel and copper. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims, and/or private property owned by others, both domestically and internationally.
As of the date of this Report, we maintain the rights to and are currently engaged in the exploration of mineral properties in (i) the state of Idaho (the AIdaho Project@) and (ii) the Sultanate of Oman (the “Oman Project”). The Idaho Project is a molybdenum-tungsten project located in east central Idaho and the Oman Project is a copper and gold project located in the Batinah Coastal Region of the Sultanate of Oman. The Idaho Project and the Oman Project (each a “Project” and collectively, the “Projects”) are without known reserves and all of our exploration activities with respect to each Project to date have been exploratory in nature. Moreover, there is no assurance that a “commercially viable” mineral deposit (that is, that the potential quantity of a mineral deposit and its market value would, after consideration of the costs and expenses that would be required to explore, develop and/or extract any such mineral deposit (if any), would justify a decision to do so) exists at either Project and further exploration activities beyond the scope of our current exploration activities, such as comprehensive drilling programs, will be necessary before we are able to complete any feasibility studies on either Project. If our exploration activities result in an indication that either of the Projects contains potentially commercial viable quantities of minerals, then we intend to attempt to complete such feasibility studies on our Projects to assess whether commercial exploitation of either Project would be commercially feasible. There is no assurance that commercial exploitation of either Project would be commercially feasible even if our initial exploration programs show evidence of significant mineralization. Furthermore, we currently do not have sufficient financing to undertake and complete advanced exploration activities at both of our Project and there is no assurance that we will be able to obtain the necessary financing to do so. As such, we intend to raise additional capital and/or seek a joint venture partner to finance the further advanced exploration of the Projects.
From December 31, 2008 to the date of this Report, the Company has not undertaken any substantive exploration activities at the Idaho Project. As of the date of this Report, we intend to devote substantially all of our available resources to the exploration activities at the Oman Project, which we believe, is our most promising project. While the near-term outlook for copper prices and demand is uncertain, we believe the underlying fundamentals of the copper business remain positive, supported by limited supplies from existing mines, the absence of significant new development projects and demand from Asia.
Results of Operations
Since our inception on March 24, 2005, we have been classified as an Aexploration stage company@ (as such term is defined in Securities Act Industry Guide 7(a)(4)(i)) with no producing mines and, accordingly, we do not produce income and have not generated any revenue. Our net loss for the three and nine months ended September 30, 2011 was $1,115,065 and $3,348,087 respectively, as compared to a net loss of $808,394 and $2,432,346 respectively for the three and nine months ended September 30, 2010. The foregoing increases of $306,671 and $915,741 in respective net losses is attributable primarily to our increased drilling and geology costs related to the Oman Project (even though our costs related to geophysics decreased) and our increased general administrative activities, which included costs for items such as stock based compensation, salaries and professional fees.
During the three and nine months ended September 30, 2011, we spent approximately $765,125 and $2,229,947, respectively, in connection with the Oman Project and $14,967 and $122,914, respectively, in connection with the Idaho Project and are net of interest income. Such expenditures are consistent with our current intention to concentrate substantially all of our available resources towards the exploration of the Oman Project. We also incurred corporate and administrative costs of $468,310 and $1,040,113, respectively, for the three and nine months ended September 30, 2011, compared to $464,129 and $1,230,272 for the same period in 2010. These costs included salaries, general office expenses, general legal expenses and accounting and compliance costs.
Depreciation costs for the three and nine months ended September 30, 2011 were $36,661 and $125,166, respectively, compared to $38,674 and $107,751 of depreciation costs for the same periods in 2010.
Liquidity and Capital Resources
As of the date of this Report, we do not have sufficient financing to undertake a full exploration of either Project and there is no assurance that we will be able to obtain the necessary financing to do so.
Our net cash balance at September 30, 2011 was $7,808,283 compared to $5,331,916 as at December 31, 2010. The foregoing increase in our net cash balance was primarily due to financing activities that resulted in the issuance of common shares and warrants and $49,900 of investing activities which was the result of the sale of capital assets of $159,500, offset by capital asset additions of $109,600. However, even though the Company raised approximately $5,455,000 (after repayment of loans payable and due to related parties) through its financing and investing activities, our cash position only increased by $2,476,367 since our financing activities was offset by (i) $2,978,996 of operating activities, which consisted of exploration activities, general corporate costs and administrative costs and (ii) $109,600 of capital expenditures, resulting from the acquisition of various capital assets.
Total assets at September 30, 2011 were $26,493,396 compared to $24,013,220 as at December 31, 2010. The change in these balances reflects the acquisition of capital assets since December 31, 2010 as well as the increase in cash balance described above.
Current liabilities at September 30, 2011 were $1,345,189 compared to $1,481,182 as at December 31, 2010. This decrease in our current liabilities is the result of the timing of payment of accounts payable and accrued liabilities that were incurred in the first, second and third quarters of 2011.
Over the next twelve months, we estimate that we will incur, at a minimum (i) approximately $200,000 to maintain our rights to the Idaho Project, (ii) approximately $95,000 to maintain our rights to the Oman Project and (iii) approximately $1,000,000 for general and administrative expenses, which includes legal fees and audit fees. Since our cash balance at September 30, 2011 was $7,808,283, we believe that we have enough cash to satisfy what we believe to be our estimated minimum cash requirements for the next twelve months.
However, in addition to our estimated minimum capital requirements for the next twelve months, and considering that we intend to devote substantially all of our available resources to the Oman Project, based on the information currently available to us, we also believe that over the next twelve months we will require approximately $6,000,000 to undertake our contemplated exploration activities at the Oman Project and approximately $1,345,000 to discharge and/or reduce our current liabilities. When we consider the foregoing estimated expenses in addition to our estimated minimum capital requirements, we believe that we do not have enough cash to satisfy our contemplated plan of operation for the next twelve months. As such, the Company believes that it will need to raise additional financing to continue its contemplated operating and exploration activities through the third quarter of 2012. If we are unable to raise sufficient capital when needed, it will be necessary to develop alternative plans that would likely delay the exploration of the Oman Project and/or the Idaho Project. There is no assurance that we will be able to obtain the necessary financing for the Oman Project and/or the Idaho Project on customary terms, or at all.
Going Concern
Due to our recurring net losses and negative cash flows from operations, the Form 10-K of the Company for the year ended December 31, 2010 included references to the Company’s ability to continue as a going concern. Our independent auditors had included an explanatory paragraph in their 2010 audit report concerning these matters which raise substantial doubt about the Company=s ability to continue as a going concern. Those financial statements did not include any adjustments that might be necessary if we were unable to continue as a going concern. If the Company is unable to raise sufficient quantities of capital when needed, it will be necessary to develop alternative plans that would likely delay the exploration of the Oman Project. There is no assurance that we will be able to obtain the necessary financing for the Oman Project on customary terms, or at all.
Our ability to continue as a going concern is dependent on our ability to raise additional capital and/or find one or more joint venture partners for our Projects. We currently do not have any financing arrangements in place and there are no assurances that we will be able to obtain additional financing in an amount sufficient to meet our needs or on terms that are acceptable to us. If we raise funds through equity or convertible securities, our existing shareholders may experience dilution and our stock price may decline.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Changes in Accounting Policies
We did not change our accounting policies during the three and nine months ended September 30, 2011.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Since the Company is a Asmaller reporting company@ as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we have evaluated the effectiveness of the design and operation of the Company's “disclosure controls and procedures” as such term is defined in Rules 13a 15(e) and 15d 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Report (the “Evaluation Date”). The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the United States Securities & Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of the Evaluation Date.
Changes in Internal Controls. During the quarter ended September 30, 2011, there were no changes in the Company’s internal controls that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Since the Company is a Asmaller reporting company@ as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
Audit Committee
On September 30, 2011, the Board of the Directors (the “Board”) executed that certain Action by Written Consent of the Directors In Lieu of a Special Meeting (the “Audit Committee Action”) which, among other things, established a formal audit committee (the “Audit Committee”) of the Board and adopted an audit committee charter. As of the date of this Report, the members of the Audit Committee are Rudolph de Bruin, David Twist and Simon F. W. Village, all of whom are also directors of the Company. Each of Rudolph de Bruin, David Twist and Simon F. W. Village shall serve on the Audit Committee at the pleasure of the Board until the earlier of their resignation or removal. Also, as of the date of this Report, Rudolph de Bruin serves as the Chairman of the Audit Committee, who serves at the pleasure of the Board until the earlier of his resignation or removal. The Board has determined that each of Rudolph de Bruin, David Twist and Simon F. W. Village meet the independence and financial expertise requirements under Rule 10A-3 of the Securities Exchange Act of 1934 and that Rudolph de Bruin is designated as the “audit committee financial expert, as such term is defined by Item 407(d) of Regulation S-K.
Ethics Code
On September 30, 2011, the Board executed that certain Action by Written Consent of the Directors In Lieu of a Special Meeting (the “Ethics Code Action”) which, among other things, authorized, approved and adopted a Business Conduct Policy (the “Ethics Code”) which is intended to foster a working environment to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with applicable regulatory agencies, (iii) compliance with applicable governmental laws, rules and regulations and (iv) the prompt internal reporting of violations of the Ethics Code to an appropriate person or persons identified in the Ethics Code. A copy of the Ethics Code is filed herewith as Exhibit 14.1. The Ethics Code Action also authorized, approved and adopted a Whistleblower Policy (the “Whistleblower Policy”) which is intended to foster a working environment where concerns regarding questionable business practices can be raised by employees, consultants, officers and directors without fear of any discrimination, retaliation or harassment. A copy of the Whistleblower Policy is also filed herewith as Exhibit 14.2.
Extension of Expiration Date of Designated Warrants
As previously reported by the Company in its filings with the United States Securities & Exchange Commission (the “SEC”), from October 19, 2010 through February 24, 2011, the Company sold 17,205,340 Units (as defined in this paragraph) to various U.S. Persons and non-U.S. Persons (as such terms are defined in Rule 902 of Regulation S of the Securities Act of 1933) and non-U.S. Persons (each a “Purchaser”) in a private offering (the “Previous Private Offering”) whereby each Unit (each a “Unit”) consisted of one (1) share of the $0.0001 par value common stock of the Corporation (the “Common Stock”) and one (1) warrant (a “Warrant”) to purchase one (1) share of Common Stock. The terms of each Warrant provided that the holder thereof is entitled to purchase one (1) share of Common Stock at a purchase price of ninety cents (US$0.90) per share of Common Stock at any time within twelve (12) months subsequent to the date of the issuance of the Warrant.
On October 5, 2011, the Board executed that certain Action by Written Consent of the Directors In Lieu of a Special Meeting which, among other things, authorized the Company to extend the warrant expiration dates of all the Warrants issued in the Previous Private Offering by six (6) months.
Approval of Listing on the TSX Venture Exchange
As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2011, the TSX Venture Exchange (the “Exchange”) informed the Company that its application to list its shares of common stock on the Exchange has been accepted and the Company’s shares of common stock commenced trading on the Exchange on Monday, November 7, 2011 under the trading symbol “GNT.”
Item 6. Exhibits.
EXHIBIT NO. | DESCRIPTION |
3.01 | Amended and Restated Articles of Incorporation (2) |
3.02 | Amendment to Amended and Restated Articles of Incorporation (3) |
3.03 | Amended and Restated Bylaws (13) |
4.01 | Warrant Indenture (14) |
10.01 | Mineral Lease Agreement and Option to Purchase Regarding the Idaho Project (5) |
10.02 | Assignment Agreement Regarding the Idaho Project (5) |
10.03 | Stock Exchange Agreement Regarding the Acquisition of APM Mining Limited (6) |
10.03 | Earn-In Agreement With Respect to the Block 5 Copper Project in the Sultanate of Oman (7) |
10.04 | Novation Agreement With Respect to the Block 5 Copper Project in the Sultanate of Oman (7) |
10.05 | Amendment to the Earn-In Agreement With Respect to the Block 5 Copper Project in the Sultanate of Oman (7) |
10.06 | Addendum to Earn-In-Agreement With Respect to the Block 5 Copper Project in the Sultanate of Oman (12) |
10.7 | Earn-In Agreement With Respect to the Block 6 Copper Project in the Sultanate of Oman (7) |
10.8 | Gentor Resources 2010 Performance and Equity Incentive Plan (8) |
10.9 | Form of Non-Qualified Stock Option Agreement granted to Employees of the Company (9) |
10.10 | Form of Non-Qualified Stock Option Agreement granted to Consultants of the Company (9) |
10.10 | Employment Agreement For Peter Ruxton (10) |
10.11 | Agency Agreement (14) |
14.1 | Ethics Code (1) |
14.2 | Whistleblower Policy (1) |
21.01 | Subsidiaries (11) |
31.01 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Peter Ruxton as the principal executive officer of the Company (1) |
31.02 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Donat Madilo as the principal financial officer of the Company (1) |
32.01 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Peter Ruxton as principal executive officer of the Company (1) |
32.02 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Donat Madilo as principal financial officer of the Company (1) |
(1)
Filed herewith
(2)
Filed as part of the Form 8-K dated March 1, 2007 (filed March 6, 2007)
(3)
Filed as part of the Form 8-K dated September 1, 2009 (filed September 2, 2009)
(4)
Filed as part of the Registration Statement on Form SB-2 (filed December 16, 2005)
(5)
Filed as part of the Form 8-K dated July 23, 2007 (filed July 26, 2007)
(6)
Filed as part of the Form 8-K dated February 23, 2010 (filed February 24, 2010)
(7)
Filed as part of the Form 10-Q for the Quarter Ending March 31, 2001 (filed May 17, 2011)
(8)
Filed as part of the Form 8-K dated July 23, 2010 (filed July 28, 2010)
(9)
Filed as part of the Form 8-K dated August 30, 2010 (filed September 3, 2010)
(10)
Filed as part of the Form 10-K for the Fiscal Year Ending December 31, 2010 (filed March 31, 2011)
(11)
Filed as part of the Form 10-Q for the Quarter Ending March 31, 2011 (filed May 16, 2011)
(12)
Filed as part of the Form 10-Q for the Quarter Ending June 30, 2011 (filed August 15, 2011)
(13)
Filed as part of the Form 8-K dated August 31, 2011 (filed August 31, 2011)
(14)
Filed as part of the Form 8-K dated November 2, 2011 (filed November 8, 2011)
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GENTOR RESOURCES, INC.
Date: November 14, 2011
/s/ Peter Ruxton
____________________
By: Peter Ruxton, President and principal executive officer
Date: November 14, 2011
/s/ Donat Madilo
______________________
By: Donat Madilo, principal financial officer