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Table of Contents

 

As filed with the Securities and Exchange Commission on August 28, 2023

 

Registration No. 333-272671

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1/A

Amendment No. 1

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

STAR ALLIANCE INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   1040   37-1757067
State or other jurisdiction   Primary Standard Industrial   (I.R.S. Employer
incorporation or organization   Classification Code Number)   Identification Number)

 

Star Alliance International Corp.

2300 West Sahara Avenue #800

Las Vegas, NV 89102

310-571-0020

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

with copy to

 

Mark Crone, Esq.

Joe Laxague, Esq.

The Crone Law Group, P.C.

420 Lexington Avenue, Suite 2446

New York, NY 10710
Telephone: (775) 234-5221

jlaxague@cronelawgroup.com

 

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

 

Approximate Date of Commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

 

 

   

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions “large accelerated filer,” “accelerated file,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer Accelerated filed
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

 

 

 

 

 

 

 

 

 

 

 

   

 

 

The information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED: AUGUST 28, 2023

 

Star Alliance International Corp.

Up to 75,000,000 shares of Common Stock

 

This prospectus relates to the offer and sale, from time to time, of up to an aggregate of 75,000,000 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”) of Star Alliance International Corp., a Nevada corporation (the “Company”), to be offered by the selling stockholder, Keystone Capital Partners, LLC (“Keystone” or “Selling Stockholder”) identified in this prospectus. We are registering the offer and sale of the Shares by the Selling Stockholder to satisfy registration rights we have granted to the Selling Stockholder under Common Stock Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), each dated March 15, 2023.

 

 The Selling Stockholder may sell the Shares of Common Stock described in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell its shares of Common Stock in the section titled “Plan of Distribution.” The Selling Stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.

 

All net proceeds from the sale or other disposition of the shares of Common Stock sold by the Selling Stockholder covered by this prospectus will go to the Selling Stockholder. The Company will not realize any proceeds from sales by the Selling Stockholder.

 

The Selling Stockholder is an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and any broker-dealers or agents that are involved in selling the Shares may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholder will pay all underwriting discounts and selling commissions relating to the sale of these shares. We have agreed to pay the legal, accounting, printing, and other expenses related to the registration of the resale of the Shares.

 

Our Common Stock is traded on the OTC Pink Market under the symbol “STAL”. On August 24, 2023, the last reported sale price of our Common Stock was $0.004 per share.

 

Investing in our Common Stock involves a high degree of risk. The trading volume in our stock has been limited. Before making any investment in our securities, you should read and carefully consider risks described in the “Risk Factors” section beginning on page 7 of this prospectus.

 

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

Prospectus dated August 28, 2023

 

 

   

 

 

TABLE OF CONTENTS

 

 

  Page
About this Prospectus 1
Prospectus Summary 2
Summary of the Offering 6
Risk Factors 7
Forward Looking Statements 17
Selling Stockholder 18
Use of Proceeds 20
Determination of the Offering Price 20
Plan of Distribution 20
Market for our Common Stock and Dividend Policy 22
Our Business 23
Management’s Discussion and Analysis of Financial Condition and Results of Operations 81
Management 87
Executive Compensation 91
Security Ownership of Certain Beneficial Owners and Management 93
Certain Relationships and Related Transactions 95
Description of Securities 97
Shares Eligible for Future Sale 101
Legal Matters 102
Experts 102
Disclosure of Commission Position of Indemnification for Securities Act Liabilities 102
Where you Can Find More Information 102
Financial Statements 103

 

 

 

 

 

 

 

 

 i 

 

 

About This Prospectus

 

This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”). You should read this prospectus and the information and documents incorporated herein by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where You Can Find Additional Information” in this prospectus.

 

You should rely only on the information contained in or incorporated by reference into this prospectus. Neither we nor the Selling Stockholder named herein have authorized anyone to provide you with information different from, or in addition to, that contained in or incorporated by reference into this prospectus. This prospectus is an offer to sell only the securities offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference into this prospectus is current only as of their respective dates or on the date or dates that are specified in those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

If required, each time the Selling Stockholder offers shares of Common Stock, we will provide you with, in addition to this prospectus, a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize the Selling Stockholder to use one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement and any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below before buying any of the securities offered.

 

As used in this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,” and “our company” refer to Star Alliance International Corp. a Nevada corporation.

 

Unless otherwise indicated, information contained in this prospectus or incorporated by reference herein concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 

 

 

 

 

 

 

 

 

 

 1 

 

 

PROSPECTUS SUMMARY

 

This summary highlights some information from this prospectus, and it may not contain all the information important to making an investment decision. This summary is not complete and does not contain all of the information that should be considered before investing in our Common Stock. Potential investors should read the entire prospectus carefully, including the more detailed information regarding our business provided below, the risks of purchasing our Common Stock discussed under the “Risk Factors” section, and our financial statements and the accompanying notes to the financial statements.

 

Overview

 

We are an early-stage company in the business of acquiring gold mining and other mining properties worldwide and environmentally safe and other new technologies both in mining and other business areas. As of the date of this prospectus, we have not commenced our mining operations or other business activities. We anticipate starting our mining operations in the third quarter of 2023.

 

The Company was incorporated in the State of Nevada on April 17, 2014 under the name Asteriko Corp.” Our prior business plan, which generated limited or no earnings, included interior decorating products, and a travel and tourism service. Following the change of control transaction, on May 14, 2018, when our current Chairman, President and director, Richard Carey, acquired approximately 62.15% ownership of the Company, the Company developed its new business plan, focusing on the acquisition and development of gold mining as well as certain other mining properties and acquisition of other business with significant patented and environmentally safe technologies both in mining and other business areas.

 

On August 13, 2019, the Company acquired the assets of Troy Mining Corp, a Nevada corporation pursuant to the asset purchase agreement dated June 13, 2019 (the “Troy Asset Acquisition”), which included 78 gold mining claims consisting of approximately 4800 acres, located east/southeast of El Portal, California, in Mariposa County. In consideration for the Troy Asset Acquisition, the Company issued to Troy a promissory note in principal amount of $500,000 (the “Purchase Note”), and 1,883,000 shares of a newly-designated Series B Preferred Stock. The Purchase Note was repaid in full in April, 2022.

 

On December 15, 2021, the Company entered into that certain share purchase agreement (the “Share Purchase Agreement”) with Juan Lemus, the sole shareholder of Compania Minera Metalurgica Centro Americana, a Honduran Corporation (“Commsa”). The Share Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus (the “Commsa Acquisition”). In addition, the Company has agreed to provide up to $7,500,000 in working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. The Company did not meet its obligationsfor the consummation of the Commsa Acquisition by March 31, 2022 as set forth in the Share Purchase Agreement; however, the parties did not terminate the Share Purchase Agreement, intending that the Company would be able to obtain the necessary funding later and to consummate the Commsa Acquisition.

 

On August 14, 2023, the Company and Juan Lemus executed an addendum to the Share Exchange Agreement (the “Addendum”) which provided for the extension of the Company’s obligations to pay $1,000,000 in cash, the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus and the payment of $7,500,000 in working capital until September 30, 2023. As of the date of this prospectus, the Company issued to Mr. Lemus only 200,000 shares of Common Stock and paid $75,000 toward the required $1,000,000 cash payment. The Addendum provides that if the Company does not comply with these obligations set forth in the Addendum until September 30, 2023, the Share Purchase Agreement will be null and void.

 

 

 

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On February 7, 2023, the Company issued a 12% convertible promissory note to Quick Capital LLC (“Quick Capital”). The note is convertible at the lessor of 1) $0.05, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. In addition the Company issued Quick Capital warrants to purchase up to 1,211,111 shares of common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.05 per share and expire 5 five years from the date of issuance.

 

On February 8, 2023, the Company executed a 10% convertible promissory note with AES Capital Management, LLC (“AES”). The note is convertible at the lessor of 1) $0.02, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which AES elects to convert all or part of the Note.

 

Recent Developments

 

Purchase Agreement and Registration Rights Agreement with Keystone.

 

On March 15, 2023, the Company entered into and executed the Purchase Agreement and a Registration Rights Agreement (the “RRA”) with Keystone, pursuant to which the Company shall have the right, but not the obligation, to direct Keystone, an unrelated third party, to purchase up to 75,000,000 shares of its Common Stock (the “Shares”), pursuant to separate purchase notices to be delivered by the Company to Keystone from time to time (each, a “Purchase Notice”). The Purchase Agreement provides that each Purchase Notice may be for not less than $20,000 and not more than $75,000 worth of the Company’s Common Stock. The price per share of Common Stock shall be eighty-five percent (85%) of the average of the closing prices per share of the Company’s Common Stock for five (5) trading days preceding the purchase.

 

Our ability to require Keystone to purchase the Shares under the Purchase Agreement is subject to various limitations and conditions, including but not limited to the following:

 

  · The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company;
     
  · The Company shall deliver to Keystone on the Commencement Date (as defined in the Purchase Agreement) the compliance certificate executed by the Company’s executive officer
     
  · This Initial Registration Statement, which covers the resale by Keystone of the Registrable Securities (as defined in the Registration Rights Agreement), including the Commitment Shares and the shares to be issued pursuant to the Purchase Notice,  shall have been declared effective under the Securities Act by the SEC, and Keystone shall be permitted to utilize the prospectus therein to resell (a) all of the Commitment Shares and (b) all of the Shares included in the prospectus
     
  · The applicable purchase price for each Purchase Notice must be not less than $0.01 per share
     
  · At least five (5) trading days must have passed since the last Purchase Notice
     
  · The Company’s Common Stock must be DWAC eligible
     
  ·

Keystone’s beneficial ownership of the Company’s common stock is limited such that Keystone may not purchase shares of Star’s common stock to the extent that, immediately following such purchase, Keystone would own more than 4.99% of Star’s total issued and outstanding common stock.

     
  · Selling Stockholder shall have received an opinion from our outside legal counsel in the form previously agreed to.
     
  · Trading of the Company’s Common Stock shall not have been suspended by the SEC, the Trading Market or the FINRA

 

 

 

 

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In consideration for Keystone entering into the Purchase Agreement and to induce Keystone to execute and deliver the Purchase Agreement, the Company has agreed to issue to Keystone 1,000,000 Commitment Shares (as defined below). In addition, the Company agreed to provide Keystone with certain registration rights with respect to the Commitment Shares, and additional shares, including 500,000 shares of Common Stock to be issued to Keystone on the date this initial Registration Statement will be declared effective, and 2,274,588 shares of the Company’s Common Stock having an aggregate dollar value of $75,000 upon the investment by Keystone of more than $500,000 in the Company under the Purchase Agreement (collectively, the “Additional Shares”).

 

The Commitment Shares issued and the Additional Shares that may be issued to Keystone pursuant to the Purchase Agreement were issued and will be issued pursuant to an exemption from registration under the Securities Act.

 

There is no guarantee that we will be able to meet the foregoing conditions or any other conditions under the Purchase Agreement or that we will be able to draw down any portion of the amounts available under the Purchase Agreement.

 

We also entered into the Registration Rights Agreement with Keystone, pursuant to which, we have filed this Initial Registration Statement, which includes this prospectus, with the SEC relating to Keystone’s resale of any shares of Common Stock it purchased under the Purchase Agreement, including the Commitment Shares and the Additional Shares we may issue, taking into account the limitation pursuant to Rule 415 under the Securities Act, with respect to the maximum number of the Registrable Securities that may be covered by this Initial Registration Statement. The effectiveness of this Initial Registration Statement is a condition precedent to our ability to sell shares of our Common Stock to Keystone under the Purchase Agreement. The Company will use its commercially reasonable efforts to amend the Initial Registration Statement or file a new Registration Statement, to cover all of such Registrable Securities, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act.

 

If all 75,000,000 shares offered in this Initial Registration Statement pursuant to this prospectus were sold, they would represent approximately 31.2% of the total number of shares of our Common Stock outstanding as of the date of this prospectus. Issuance of the shares in this offering will not affect the rights or privileges of our existing stockholders except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuances. Although the number of shares of our Common Stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any issuances of shares of our Common Stock to the Selling Stockholder.

 

Share Purchase Agreement for the Acquisition of 51% of Lion Works

 

On March 19, 2023, the Company entered into and executed a share purchase agreement (the “Share Purchase Agreement”) with Lion Works Advertising, SA, a Guatemalan corporation (“Lion Works”) and Juan Lemus, the sole shareholder of Lion Works, which contemplated the acquisition by the Company, as Buyer, from Mr. Lemus, as Seller, of 51% of the capital stock of Lion Works, including 51% of the intellectual property rights and know-how related to the Genesis extraction system (“Genesis”), The Share Purchase Agreement superseded the terms of the binding Letter of Intent that the parties entered into on November 21, 2021. Pursuant to the terms of the Share Purchase Agreement, the Company’s consideration for the acquisition of 51% of Lion Works consists of the following:

 

 ·

The total purchase price of $5,100,000 in cash, with the first minimum payment in the amount of $2,550,000 to be paid by September 30, 2023, and the remaining outstanding balance of $2,550,000 to be paid by September 30, 2024, within 12 months of the first payment.

   
·The Company will invest an additional 5,000,000 as a working capital toward the development of the Genesis plants, with $2,000,000 to be paid by July 31, 2023 and the remaining $3,000,000 to be paid by July 31, 2024, within 12 months of the first payment.
   
·The Company will engage a patent attorney and pay for the cost of that patent attorney to prepare the patent application related to Genesis and to register that patent, provided that Lion Works will engage an expert to prepare a report on the Genesis system, to be used in this patent application.

 

 

 

 

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The parties agreed that the closing of the transactions contemplated by the Share Purchase Agreement will occur on or before March 19, 2023 or at such other time and place as the Buyer and the Seller may agree, provided that (i) the Seller receives the first tranche of working capital funds in the amount of $2,000 prior to the execution and delivery of (i) the paperwork necessary for the attorney to complete the patent submission, (ii) all documentation necessary for the buyer to market the Genesis program, (iii) any other document, certificate or instrument to consummate the transactions contemplated by the Share Purchase Agreement.

 

On July 21, 2023, Juan Lemus and the Company executed an addendum to the Share Purchase Agreement (the “Addendum”), pursuant to which the Company’s obligations to pay $2,000,000 as working capital was extended until September 30, 2023, and the parties agreed that upon such payment and the first minimum payment in the amount of $2,550,000 toward the total purchase price on or prior to September 30, 2023 by the Company, the parties will close the transactions contemplated by the Share Purchase Agreement, and Lion Works will become a majority-owned subsidiary of the Company.

 

Corporate Information

 

Our principal executive offices are located at 2300 West Sahara Avenue, # 800, Las Vegas, NV 89102. Our telephone number is 833-443-7827.

 

Employees

 

The Company currently has two employees, its President and Chairman, Richard Carey, Anthony Anish, Chief Financial Officer, and Corporate Secretary. The management of the Company expects to use consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.

 

 

 

 

 

 

 

 

 

 

 

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SUMMARY OF THE OFFERING

 

Issuer:   Star Alliance International Corp.
     
Securities Being Offered by the Selling Stockholder:  

Up to 75,000,000 shares of our Common Stock, including (i) 1,000,000 issued to the Selling Stockholder as Commitment Shares, (ii) 500,000 Additional Shares of the Company’s Common Stock to be issued to the Selling Stockholder on the date this Registration Statement will be declared effective, (iii) 2,274,588 Additional Shares of the Company’s Common Stock having an aggregate dollar value of $75,000, to be issued upon the investment by the Selling Stockholder of more than $500,000 in the Company under the Purchase Agreement and (iv) the remaining shares may be purchased by the Selling Stockholder and issuable under the Purchase Agreement (the number of shares of Common Stock issuable under the Purchase Agreement reflects the limitation pursuant to Rule 415 under the Securities Act, with respect to the maximum number of the Registrable Securities that may be covered by this Initial Registration Statement).

     
Offering Price:   The Selling Stockholder may offer, sell, or distribute all or a portion of the Shares registered hereby either through public or private transactions at prevailing market prices or at negotiated prices. See “Plan of Distribution”.
     
Common stock outstanding before this offering:   240,214,281 shares (1)
     
Common stock outstanding after the offering:   315,214,281 shares. Assumes that the Selling Stockholder sells all of the Shares offered pursuant to this prospectus.
     
Terms of the offering:   The Selling Stockholder will determine when and how it sells the Shares offered in this Prospectus as described in “Plan of Distribution.”
     
Use of proceeds:   We will not receive any proceeds from the sale of the Shares by the Selling Stockholder.
We have agreed to bear the expenses relating to the registration of the Shares.
See “Use of Proceeds.”
     
Risk factors:   See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Common Stock.
     
Market Information   Our shares of Common Stock are traded on the Pink Market of OTC Markets, Inc. under the symbol “STAL.”

 

(1) As of August 24, 2023.

 

 

 

 

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RISK FACTORS

 

Investing in our Common Stock involves a high degree of risk. Before investing in our Common Stock, you should carefully consider the risks described below, as well as the other information in this prospectus, Investors should consider carefully the following information about these risks, together with the other information contained in this prospectus, including our consolidated financial statements and the related notes. If any of the following risks actually occur, the business, financial condition or results of operations of the Company could be materially adversely affected, the market price of the Common Stock would likely decline, and investors could lose all or a portion of their investment.

 

Risks Related to our Business and Industry.

 

Risks Related to the Company

 

We are an early operational stage company and our success is subject to the substantial risks inherent in the establishment of a new business venture.

 

The implementation of our business strategy and our business operations are in the early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

 

Our financial situation creates doubt whether we will continue as a going concern.

 

Since inception, the Company has incurred significant operating losses and has a working capital deficit and accrued liabilities. The financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. The Company’s existing operational cash flow is not sufficient to fund presently anticipated operations, and the Company will need to raise additional funds through alternative sources of financing. The Company also has contractual obligations to various parties to make cash payments timely. As of the date of this prospectus, the Company needs to perform its obligations under the Share Exchange Agreement with Mr. Lemus for the acquisition of 51% of Commsa and 51% of Lion Works. While the Company extended its payment obligations to September 30, 2023 by Addendums to these Share Purchase Agreements, there is no assurance that the Company will be able to obtain additional funding by September 30, 2023, as needed, or that such funding, if available, will be obtainable on terms acceptable to us. There can be no assurances that we will ever be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements and to pay our contractual obligations. If we cannot obtain needed funds, we will lose our rights to purchase 51% interest in each company, Commsa and Lion Works, together with their assets, and we may be forced to reduce or cease our activities with a consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern.

 

We may have difficulty raising additional capital, which could deprive us of necessary resources.

 

We expect to continue to devote significant capital resources to fund set up and marketing. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for the development of competitive technology by others. Because our common stock is listed on the Pink tier of OTC Markets, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.

 

 

 

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Failure to manage our growth effectively could cause our business to suffer and will have an adverse effect on our financial condition and operating results.

 

Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and operating results. To manage our growth effectively, we must continually evaluate and evolve our business and manage our employees, operations, finances, technology and development, and capital investments efficiently. Our efficiency, productivity and the quality of our business may be adversely impacted if we fail to appropriately coordinate across our business operations. Additionally, rapid growth may place a strain on our resources, infrastructure, and ability to maintain the quality of our production. If and when our structure becomes more complex as we add additional staff, we will need to improve our operational, financial and management controls as well as our reporting systems and procedures. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating revenues.

 

If our business plans are not successful, we may not be able to continue operations as a going concern and our shareholders may lose their entire investment in us.

 

Our ability to manage growth effectively will depend on our ability to quickly scale-up operations and to recruit, train and manage operations, management, and technical personnel. There can be no assurance that management will be able to manage growth effectively. However, our current plan calls for retaining the current successful management team and adding experienced personnel to the team to enable us to meet our production expansion plan.

 

If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Our failure to properly manage our planned rapid transition to fully active mining operations at the California mining properties could negatively impact our ability to execute our operating plan and, accordingly, could have an adverse impact on our business, and our cash flow and results of operations. In addition, we may not have sufficient working capital to fund the expansion of our operations and to provide the working capital necessary for our ongoing operations and obligations. We may need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. Therefore, our future operations may be adversely impacted.

 

Our intellectual property rights are critical to our success, and the loss of such rights could materially adversely affect our business.

 

We currently do not have any patents or trademarks registered in the name of the Company. If we acquire 51% ownership in Lion Works, we will acquire intellectual property rights related to Genesis, which is critical to our success. We intend to protect such intellectual property with registered and common law trademarks, restrictions on disclosure and other actions to prevent infringement. However, there can be no assurance that other third parties will not infringe or misappropriate our trademarks and similar proprietary rights. If we lose some or all of our intellectual property rights, our business may be materially adversely affected.

 

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

 

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate intellectual property rights held by third parties. We have not but in the future may be, subject to legal proceedings and claims relating to the intellectual property rights of others. There could also be existing intellectual property of which we are not aware that our products may inadvertently infringe. We cannot assure you that holders of intellectual property purportedly relating to some aspect of our technology or business, if any such holders exist, would not seek to enforce such intellectual property against us in the United States, or any other jurisdictions. We could be required to participate in interference proceedings involving issued patents and pending applications of another entity. The cost to us of any such proceeding could be substantial. An adverse outcome in an interference proceeding could require us to cease using the technology, substantially modify it or to license rights from prevailing third parties. In addition, third parties may, in the future, assert other intellectual property infringement claims against us with respect to our services and technologies. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own.

 

 

 

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Our future acquisitions and capital raises may dilute our existing shareholders’ ownership, the value of their equity securities and/or have other adverse effects on our operations.

 

Our acquisition of Troy mines and the contemplated acquisitions resulted or will result in the issuance of equity securities by the Company, and we are planning more acquisitions in the near future which will require the Company to issue equity securities. Also, we may raise additional capital by issuing equity securities or debt instruments. The issuance of additional shares of common stock in future acquisitions or subsequent offerings for the will result in immediate and substantial dilution to our existing shareholders. If we raise additional funds by issuing debt instruments, these debt instruments could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish the rights of our shareholders. Furthermore, if we offer to sell our shares of common stock in subsequent offerings for the purchase price that is less than the purchase price of shares of common stock offered pursuant to this prospectus, this may impact the value of equity securities of out existing shareholders. In addition, the issuance of such additional shares may impact the ability of any investor to sell their shares once such shares are eligible for sale.

 

Our failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.

 

We do not have an audit, compensation, or nominating and corporate governance committee. The functions such committees would perform are performed by the board as a whole. Consequently, there is a potential conflict of interest in board decisions that may adversely affect our ability to become a listed security on a national securities exchange and as a result adversely affect the liquidity of our common stock.

 

Since our management beneficially owns substantial voting power, their interests may differ from the interests of our other shareholders, which could cause a material decline in the value of our shares.

 

As of the date of this registration statement, our officers and directors beneficially own approximately 41.2% of shares of Common Stock. In addition, our Chairman and President owns 1,000,000 shares of Series A Preferred Stock, which vote with the common stock as if each share of Series A Preferred Stock had been converted into 500 shares of common stock. Accordingly, management beneficially controls most of the voting stock of the Company. As a result, management has significant influence on determining the outcome of any matters submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. This ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination that may be in the best interest of the Company. Without the consent of management, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interest of management may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. We cannot assure you that management will act in our best interests given management’s ability to control a significant majority of our voting shares.

 

Risks Related to Our Business

 

Mining and Exploration activities involve a high degree of risk.

 

When we commence operations on our mining properties, we will be subject to all the hazards and risks normally encountered in the mining of and exploration for deposits of gold and other minerals. These hazards and risks include, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, pit-wall failures, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and legal liability. Milling operations, if any, are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.

 

 

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The parameters that would be used at our properties in estimating possible mining and processing efficiencies would be based on the testing and experience our management has acquired in operations elsewhere. Various unforeseen conditions can occur that may materially affect estimates based on those parameters. In particular, past mining operations with respect to gold mining properties we acquired from Troy indicate that proper steps are taken to ensure that the underground mining operations are executed as planned. Other unforeseen and uncontrollable difficulties may occur in planned operations at our properties that could lead to failure of the operation. When we are ready to re-open mining properties we acquired from Troy and build a gold mining operation based on existing or additional deposits of gold mineralization that may be discovered and proven, we plan to process the resource using Genesis innovative technology, where plants can be placed in customer mining sites including mining sites we acquired from Troy. This green, environmentally friendly, process, extracts up to 98% of the gold ore from the rock. Furthermore, the process takes no more than 24 hours which is considerably shorter than the 40 to 120 days’ other leaching processes take. We believe that this technology will be very efficient, however it may not be as economical, as we anticipate, and we may never achieve profitability. Furthermore, this project will require us to invest up to $5,000,000 with respect to using the “Genesis” ore extraction process. We may also lose our title to Genesis if we do not perform all of our obligations under the Share Purchase Agreement, as a lien was placed on the Company’s 51% ownership, which will be later placed on our ownership in the new company that will own Genesis.

 

Growing production costs could affect our financial condition.

 

We anticipate that costs at our projects that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could make extraction at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.

 

Shortage of equipment and supplies could adversely affect our ability to operate our business.

 

We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development and production operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of reaching production.

 

We may be adversely affected by a fluctuation and potential decrease in gold prices.

 

The value and price of our securities, our financial results, and our exploration activities may be significantly adversely affected by declines in the price of gold and other precious metals. Gold prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the relative value of the United States dollar against foreign currencies on the world market, global and regional supply and demand for gold, and the political and economic conditions of gold producing countries throughout the world. The price for gold fluctuates in response to many factors beyond anyone’s ability to predict. The prices that would be used in making any economic assessment estimates of mineralized material on our properties would be disclosed and would probably differ from daily prices quoted in the news media. Percentage changes in the price of gold cannot be directly related to any estimated resource quantities at any of our properties, as they are affected by a number of additional factors. For example, a ten percent change in the price of gold may have little impact on any estimated quantities of commercially viable mineralized mining properties we acquired from Troy and would affect only the resultant cash flow. Because any future mining at these properties would occur over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons, including a belief that a low price of gold is temporary and/or that a greater expense would be incurred in temporarily or permanently closing a mine there. In addition to adversely affecting any of our mineralized material estimates and its financial aspects, declining metal prices may impact our operations by requiring a reassessment of the commercial feasibility of a particular project. Such a reassessment may be the result of a management decision related to a particular event, such as a cave-in of a mine tunnel or open pit wall. Even if any of our projects may ultimately be determined to be economically viable, the need to conduct such a reassessment may cause substantial delays in establishing operations or may interrupt on-going operations, if any, until the reassessment can be completed.

 

 

 

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Government regulation may adversely affect our business and planned operations.

 

Our mining activities are subject to various laws governing prospecting, mining, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local residents and other matters in the United States. New rules and regulations may be enacted or existing rules and regulations may be applied in a manner that could limit or curtail exploration at our mining properties in California and other locations. The economics of any potential mining operation on our properties would be particularly sensitive to changes in the tax regimes.

 

Amendments to current laws, regulations and permits governing our operations and the general activities of mining and exploration companies, or more stringent implementation thereof, could cause unanticipated increases in our exploration expenses, capital expenditures or future extraction or production costs, or could result in abandonment or delays in establishing operations at our mining properties in California, Honduras, or other locations.

 

Our activities are subject to environmental laws and regulation that may materially adversely affect our future operations, in which case our operations could be suspended or terminated.

 

We are subject to a variety of federal, state and local statutes, rules and regulations in connection with our exploration activities. We are required to obtain various governmental permits to conduct exploration at and development of our property. Obtaining the necessary governmental permits is often a complex and time-consuming process involving numerous federal, state and local agencies. The duration and success of each permitting effort is contingent upon many variables not within our control. In the context of permitting, including the approval of reclamation plans, we must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting authority. The failure to obtain certain permits or the adoption of more stringent permitting requirements could have a material adverse effect on our business, plans of operation, and property in that we may not be able to proceed with our exploration programs. Compliance with statutory environmental quality requirements may require significant capital investments, significantly affect our earning power, or cause material changes in our intended activities. Environmental standards imposed by federal, state, or local governments may be changed or become more stringent in the future, which could materially and adversely affect our proposed activities. As a result of these matters, our operations could be suspended or cease entirely.

 

Minerals exploration and mining are subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other companies in the minerals industry) at a reasonable price. To the extent that we become subject to environmental liabilities, the remediation of any such liabilities would reduce funds otherwise available to us and could have a material adverse effect on our financial condition. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

 

Federal legislation and regulations adopted and administered by the U.S. Environmental Protection Agency, Forest Service, Bureau of Land Management (“BLM”), Fish and Wildlife Service, Mine Safety and Health Administration, and other federal agencies, and legislation such as the Federal Clean Water Act, Clean Air Act, National Environmental Policy Act, Endangered Species Act, and Comprehensive Environmental Response, Compensation, and Liability Act, have a direct bearing on U.S. exploration and mining operations within the United States. These regulations will make the process for preparing and obtaining approval of a plan of operations much more time-consuming, expensive, and uncertain. Plans of operation will be required to include detailed baseline environmental information and address how detailed reclamation performance standards will be met. In addition, all activities for which plans of operation are required will be subject to review by the BLM, which must make a finding that the conditions, practices or activities do not cause substantial irreparable harm to significant scientific, cultural, or environmental resource values that cannot be effectively mitigated.

 

 

 

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U.S. federal initiatives are often administered and enforced through state agencies operating under parallel state statutes and regulations. Although some mines continue to be approved in the United States, the process is increasingly cumbersome, time-consuming, and expensive, and the cost and uncertainty associated with the permitting process could have a material effect on exploring and mining our properties. Compliance with statutory environmental quality requirements described above may require significant capital investments, significantly affect our earning power, or cause material changes in our intended activities. Environmental standards imposed by federal, state, or local governments may be changed or become more stringent in the future, which could materially and adversely affect our proposed activities. As a result of these matters, our operations could be suspended or cease entirely.

 

Our mining properties in California include federal lands, and, therefore we need to file plans of operations with the BLM. We also could be subject to obtaining watercourse diversion permits from the U.S. Army Corp of Engineers. There may also be regulations in Honduras and Guatemala that we are not aware of or that might change without notice.

 

Land reclamation requirements for our properties may be burdensome and expensive.

 

Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.

 

Reclamation may include requirements to:

 

·control dispersion of potentially deleterious effluents; and 
·reasonably re-establish pre-disturbance land forms and vegetation. 

 

In order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

 

Future legislation and administrative changes to the mining laws could prevent us from exploring and operating our properties.

 

New local, state and U.S. federal laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our ability to conduct exploration and mining activities. Any change in the regulatory structure making it more expensive to engage in mining activities could cause us to cease operations. We are at this time unaware of any proposed U.S. federal laws and regulations or California laws and regulations that would have an adverse impact on the future of our California mining properties.

 

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.

 

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations.

 

 

 

 12 

 

 

We do not have insurance against all risks.

 

Our insurance policies will not cover all the potential risks associated with our operations. We may also be unable to maintain insurance coverage to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurances against risks such as environmental pollution or other hazards as a result of exploration and production are not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards for which we may not be insured against or for which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial condition and results of operations.

 

We compete with larger, better capitalized competitors in the mining industry.

 

The mining industry is acutely competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of exploration stage properties, or properties capable of producing precious metals. Many of these companies have greater financial resources, operational experience and technical capabilities than us. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our revenues, operations and financial condition and possible future revenues could be materially adversely affected by actions by our competitors.

 

We may experience cybersecurity threats.

 

We rely on secure and adequate operations of information technology systems in the conduct of our operations. Access to and security of the information technology systems are critical to our operations. Given that cyber risks cannot be fully mitigated and the evolving nature of these threats, we cannot assure that our information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects. Potential disruptions to our information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and noncompliance by third party service providers and inadequate levels of cybersecurity expertise and safeguards of third party information technology service providers, may adversely affect our operations as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny.

 

Newly adopted rules regarding mining property disclosure by companies reporting with the SEC may result in increased operating and legal costs.

 

On October 31, 2018, the SEC adopted new rules to modernize mining property disclosure in reports filed with the SEC in order to harmonize SEC disclosure requirements with international standards. These rules became effective after January 1, 2021. The new rules require the preparation and filing of technical reports on the Company’s properties on a more frequent basis than the Company’s historical practice.  Such changes to the Company’s reporting requirements and the preparation of technical reports and assessments result in increased compliance costs.

 

 

 

 13 

 

 

Risks Related to Our Common Stock

 

Since our common stock is traded on the OTC Pink Market, an active, liquid trading market for our common stock may not develop or be sustained.

 

 Presently, our common stock is traded on the OTC Pink Market. Presently there is limited trading in our stock and there is no assurance that an active market will develop further. In the absence of an active trading market, investors may have difficulty buying and selling or obtaining market quotations, market visibility for shares of our common stock may be limited, and a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock. The lack of an active market impairs your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. Any such market price of the common stock may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for the common stock in the future.

 

Trading in stocks quoted on the OTC Pink Market is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. The securities market has, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our common stock. Moreover, the OTC Pink Market is not a stock exchange and is not an established market, and trading of securities is often more sporadic than the trading of securities listed on a national stock exchange like the NYSE. Accordingly, you may have difficulty reselling any shares of common stock.

 

Even if an active market develops, the trading price of our common stock is likely to be volatile, which could result in substantial losses to investors.

 

The trading price of our common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located outside of the United States. In addition to market and industry factors, the price and trading volume for our common stock may be highly volatile for factors specific to our own operations, including the following:

 

  · variations in our revenues, earnings and cash flow;
     
  · announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;
     
  · announcements of new offerings, solutions and expansions by us or our competitors;
     
  · changes in financial estimates by securities analysts;
     
  · detrimental adverse publicity about us, our brand, our services or our industry;
     
  · additions or departures of key personnel;
     
  · sales of additional equity securities; and
     
  · potential litigation or regulatory investigations.

 

 

 

 14 

 

 

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.

 

There is no assurance that we will be able to pay dividends to our shareholders, which means that you could receive little or no return on your investment.

 

Payment of dividends from our earnings and profits may be made at the sole discretion of our Board of Directors. There is no assurance that we will generate any distributable cash from operations. Our Board may elect to retain cash for operating purposes, debt retirement, or some other purpose. Consequently, you may receive little or no return on your investment.

 

Our shares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.

 

Our shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders. The amount of any debt financing we incur creates a substantial risk that in the event of our bankruptcy, liquidation or reorganization, we may have no assets remaining for distribution to our shareholders after payment of our debts.

 

Our Board of Directors may authorize and issue shares of new classes of stock that could be superior to or adversely affect you as a holder of our common stock.

 

Our Board of Directors has the power to authorize and issue shares of classes of stock, including preferred stock that have voting powers, designations, preferences, limitations and special rights, including preferred distribution rights, conversion rights, redemption rights and liquidation rights without further shareholder approval which could adversely affect the rights of the holders of our common stock. In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing common stockholders.

 

Any of these actions could significantly adversely affect the investment made by holders of our common stock. Holders of common stock could potentially not receive dividends that they might otherwise have received. In addition, holders of our common stock could receive less proceeds in connection with any future sale of the Company, whether in liquidation or on any other basis.

 

We are subject to the penny stock rules, which will make shares of our common stock more difficult to sell.

 

We are subject now and, in the future, may continue to be subject, to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

 

 

 

 

 15 

 

 

In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

 

The sale or availability for sale of substantial amounts of our common stock could adversely affect their market price.

 

Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing shareholders may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our common stock.

  

Keystone will pay less than the then-prevailing market price for our Common Stock.

 

We will sell shares of our Common Stock to Keystone pursuant to the Purchase Agreement at 85% of the average of the closing price per share of the Company’s Common Stock on its trading market for five (5) trading days preceding the purchase, associated with the applicable Purchase Notice during which the purchase price is valued. Keystone has a financial incentive to sell our Common Stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Keystone sells the shares, the market price of our Common Stock could decrease.

 

The sale of shares of our Common Stock to Keystone may cause dilution, and the subsequent resale of the shares of our Common Stock acquired by Keystone, or the perception that such resales may occur, could cause the price of our Common Stock to fall.

 

Under the Purchase Agreement, we may require Keystone to purchase up to 75,000,000 shares of Common Stock, except that, pursuant to the terms of the Purchase Agreement, we would be unable to sell shares to Keystone if such purchase would result in its beneficial ownership of more than 4.99% of our outstanding Common Stock. After Keystone has acquired our shares, it may sell all, some, or none of those shares. Therefore, sales to Keystone by us could result in substantial dilution to the interests of other holders of our Common Stock. Additionally, the sale of a substantial number of shares of our Common Stock to Keystone, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Under the Purchase Agreement, Keystone’s per-share purchase price for our shares will be equal to eighty-five percent (85%) of the average of the closing price per share of the Company’s Common Stock for five (5) trading days preceding the purchase, associated with the applicable Purchase Notice during which the purchase price is valued. Depending on market liquidity at the time, resales of these shares may cause the trading price of our Common Stock to fall.

 

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

 

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our Common Stock, reducing a stockholder’s ability to resell shares of our Common Stock. 

 

  

 

 16 

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved. We do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this prospectus and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

All forward-looking statements speak only as of the date of this prospectus. We undertake no obligation to update any forward-looking statements or other information contained herein. Shareholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this prospectus are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. All subsequent written and oral forward-looking statements concerning other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

  

 

 17 

 

 

SELLING STOCKHOLDER

 

We are registering for resale by the Selling Stockholder up to an aggregate of 75,000,000 shares of Common Stock pursuant to the provisions of the Registration Rights Agreement we entered into with Keystone on March 15, 2023, in order to permit the Selling Stockholder to offer the shares of our Common Stock for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, the Selling Stockholder has not had any material relationship with us within the past three years. For additional information regarding the issuance of common stock covered by this prospectus, see the section titled “Purchase Agreement” and “Registration Rights Agreement” above.

 

These transactions were and will be exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering. Except as described in “Prospectus Summary” above or as described in the table below, the Selling Stockholder has not had any material relationship with us within the past three years. The Selling Stockholder may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.

 

All expenses incurred with respect to the registration of the Shares will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by the Selling Stockholder in connection with the sale of such Shares.

 

Neither the Selling Stockholder nor any of its associates or affiliates has held any position, office, or other material relationship with us in the past three years.

 

The Shares being offered hereby are being registered to permit public secondary trading, and the Selling Stockholder may offer all or part of the Shares for resale from time to time. However, the Selling Stockholder is under no obligation to sell all or any portion of the Shares.

 

The table below presents information regarding the Selling Stockholder and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder and reflects holdings as of August 25, 2023. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the Selling Stockholder may offer under this prospectus. The Selling Stockholder may sell some, all or none of its shares in this offering.

 

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the selling stockholder has voting and investment power. The percentage of shares of common stock beneficially owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of 240,214,281 shares of our common stock outstanding on August 25, 2023. Because the purchase price of the shares of Common Stock issuable under the Purchase Agreement is determined based on the date of such purchase, the number of shares that may actually be sold by the Company under the Purchase Agreement may be fewer than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling stockholder pursuant to this prospectus.

 

Name of Selling Stockholder  

Number of Shares of

Common Stock Owned

Prior to Offering

  Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus  

Number of Shares of

Common Stock Owned

After Offering

 
    Number(1)   Percent(2)       Number(3)   Percent(2)  
Keystone Capital Partners, LLC(4)   1,000,000   *   75,000,000   0   23.8%  

________________ 

*       Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

 

 

 

 18 

 

 

(1)This number represents 1,000,000 shares of Common Stock we issued to the Selling Stockholder on March 16, 2023 as Commitment Shares in consideration for entering into the Purchase Agreement with us. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that the Selling Stockholder may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Selling Stockholder’s control. including the Initial Registration Statement that includes this prospectus becoming and remaining effective. Furthermore, the purchases of common stock are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our common stock to Keystone Capital to the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by the Selling Stockholder, would cause its beneficial ownership of our common stock to exceed the 4.99% beneficial ownership cap

 

(2)Applicable percentage ownership is based on 240,214,281 shares of our common stock outstanding as of August 24, 2023.

 

(3)Assumes the sale of all shares being offered pursuant to this prospectus.

 

(4)The business address of Selling Stockholder is 139 Fulton Street, Suite 412, New York, NY 10038. Keystone Capital Partners, LLC’s principal business is that of a private investor. Ranz Group, LLC, a Delaware limited liability company, is the managing member of Selling Stockholder and the beneficial owner of 97% of the membership interests in Keystone Capital Partners, LLC. Fredric G. Zaino is the managing member of Ranz Group, LLC and has sole voting control and investment discretion over securities beneficially owned directly by Keystone Capital, LLC and indirectly by Ranz Group, LLC. We have been advised that none of Mr. Zaino, Ranz Group, LLC or Keystone Capital Partners, LLC is a FINRA member, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Zaino as to beneficial ownership of the securities beneficially owned directly by Keystone Capital Partners, LLC and indirectly by Ranz Group, LLC.

 

Material Relationships with the Selling Stockholder

 

Other than in connection with the transactions described above, we have not had any material relationships with the Selling Stockholder in the last three (3) years.

 

 

 

 

 

 

 19 

 

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of the Common Stock by the Selling Stockholder in this Offering.

 

DETERMINATION OF OFFERING PRICE

 

The prices at which the shares of Common Stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of our Common Stock, by negotiations between the Selling Stockholder and buyers of our Common Stock in private transactions, or as otherwise described in “Plan of Distribution.”

 

PLAN OF DISTRIBUTION

 

The shares of Common Stock offered by this prospectus are being offered by the Selling Stockholder. These shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents. The sales could be made at prices and at terms then prevailing or at prices related to the then current market price on the OTC Markets or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. The Selling Stockholder may use any one or more of the following methods when selling securities:

 

  · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
  · block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
  · purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
  · an exchange distribution in accordance with the rules of the applicable exchange;
  · privately negotiated transactions;
  · settlement of short sales;
  · in transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of such securities at a stipulated price per security;
  · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
  · a combination of any such methods of sale; or
  · any other method permitted pursuant to applicable law.

 

The Selling Stockholder may also sell securities under Rule 144 under the Securities Act, if available, rather than under this Prospectus.

 

The Selling Stockholder is deemed to be statutory underwriter within the meaning of Section 2(a)(11) of the Securities Act and may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents.

 

The Selling Stockholder has informed us that it intends to use one or more registered broker- dealers to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Selling Stockholder has informed us that each such broker-dealer will receive commissions from Selling Stockholder that will not exceed customary brokerage commissions.

 

 

 

 20 

 

 

Brokers, dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our common stock sold by the selling stockholder may be less than or in excess of customary commissions. Neither we nor the selling stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our common stock sold by the Selling Stockholder. We know of no existing arrangements between the selling stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.

 

Any agents, dealers or underwriters that participate in the distribution of the Shares may be deemed to be “underwriters” under the Securities Act, and any discounts, commissions or concessions received by any such underwriters, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholder and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. If the shares of common stock are sold through underwriters or broker-dealers, the Selling Stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The Company will not receive any proceeds from the sale of the shares by the Selling Stockholder. The Selling Stockholder does not currently have an agreement with any underwriters with respect to the sale of the shares pursuant to this prospectus. There can be no assurance that any Selling Stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

  

The Selling Stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the Selling Stockholder and any other participating person. We have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock, including making any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

 

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the selling stockholder, any compensation paid by the selling stockholder to any such brokers, dealers, underwriters or agents, and any other required information.

 

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock covered by this prospectus by the selling stockholder. As consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement, we have issued to Keystone Capital 1,000,000 shares of our common stock as Commitment Shares. We will also issue an additional 500,000 shares of our Common Stock as Commitment Shares upon the effective date of this registration statement plus additional 2,274,588 shares of Common Stock once Keystone has invested $500,000 in accordance with the Purchase Agreement.

 

The Selling Stockholder has represented to us that at no time prior to the date of the Purchase Agreement has Keystone or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Keystone has agreed that during the term of the Purchase Agreement, neither Keystone, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

 

This Offering will terminate on the date that all shares of our common stock offered by this prospectus have been sold by the Selling Stockholder.

 

 

 

 21 

 

 

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market Price for our Common Stock

 

Our Common Stock is quoted on the Pink Market of OTC Markets, Inc. under the symbol “STAL.” Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

 

Trading volume in our Common Stock has often been limited. As a result, the trading price of our common stock have been subject to significant fluctuations. There can be no assurance that a liquid market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or “blue sky” laws of certain states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.  

 

Holders

 

On August 24, 2023, the closing price on our Common Stock was $0.004 per share. There were 111 holders of record. The number of record holders does not include an indeterminate number of shareholders whose shares are held by brokers in street name.

 

Dividend Policy

 

We have not paid any cash dividends since our inception. Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future.

 

 

 

 

 

 

 

 22 

 

 

OUR BUSINESS

 

Corporate History and Structure

 

The Company was incorporated in the State of Nevada on April 17, 2014 under the name the name “Asteriko Corp.” Our prior business plan, which generated limited or no earnings, included interior decorating products, and a travel and tourism service. On January 6, 2017, the Company amended its Articles of Incorporation, effecting the change of its name to “Star Alliance International Corp.”

 

As of the date of this prospectus, the Company does not have subsidiaries.

 

On May 14, 2018, our current Chairman, President and Director, Richard Carey, acquired approximately 62.15% ownership of the Company, constituting a change of control transaction.

 

On August 13, 2019, the Company completed the Troy Asset Acquisition which included 78 gold mining claims consisting of approximately 4800 acres, located east/southeast of El Portal, California, in Mariposa County. In consideration for the Troy Asset Acquisition, the Company issued to Troy a promissory note in principal amount of $500,000 (the “Purchase Note”), and 1,883,000 shares of a newly-designated Series B Preferred Stock. The Purchase Note was repaid in full in April, 2022.

 

On December 15, 2021, the Company entered into that certain share purchase agreement (the “Share Purchase Agreement”) with Juan Lemus, the sole shareholder of Compania Minera Metalurgica Centro Americana (Commsa), a Honduran Corporation. The Share Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus (the “Commsa Acquisition”). In addition, the Company has agreed to provide up to $7,500,000 in working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. The Company did not meet its obligations in order to close this transaction by March 31, 2022 as set forth in the Share Purchase Agreement; however, the parties did not terminate the Share Purchase Agreement, intending that the Company would be able to obtain the necessary funding later and to consummate the Commsa Acquisition.

 

On August 14, 2023, the Company and Juan Lemus executed an addendum to the Share Exchange Agreement (the “Addendum”) which provided for the extension of the Company’s obligations to pay $1,000,000 in cash, the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus and the payment of $7,500,000 in working capital until September 30, 2023. As of the date of this prospectus, the Company issued to Mr. Lemus only 200,000 shares of Common Stock and paid $75,000 toward the required $1,000,000 cash payment. The Addendum provides that if the Company does not comply with these obligations set forth in the Addendum by September 30, 2023, the Share Purchase Agreement will be null and void.

 

 

 

 

 

 23 

 

 

On March 19, 2023, the Company entered into and executed a share purchase agreement (the “Share Purchase Agreement”) with Lion Works Advertising, SA, a Guatemalan corporation (“Lion Works”) and Juan Lemus, the sole shareholder of Lion Works, which contemplated the acquisition by the Company, as Buyer from Mr. Lemus, as Seller of 51% of the capital stock of Lion Works, including 51% of the intellectual property rights and know-how related to the Genesis extraction system (“Genesis”), The Share Purchase Agreement superseded the terms of the binding Letter of Intent that the parties entered into on November 21, 2021. Pursuant to the terms of the Share Purchase Agreement, the Company’s consideration for the acquisition of 51% of Lion Works consists of the following:

 

·The total purchase price of $5,100,000 in cash, with the first minimum payment in the amount of $2,550,000 to be paid by September 30, 2023, and the remaining outstanding balance of $2,550,000 to be paid by September 30, 2024, within 12 months of the first payment.
   
·The Company will invest an additional 5,000,000 as a working capital toward development of the Genesis plants, with $2,000,000 to be paid by July 31, 2023 and the remaining $3,000,000 to be paid by July 31, 2024, within 12 months of the first payment.
   
·The Company will engage a patent attorney and pay for the cost of that patent attorney to prepare the patent application related to Genesis and to register that patent, provided that Lion Works will engage an expert to prepare a report on the Genesis system, to be used in this patent application. for the acquisition of Genesis

 

The parties agreed that the closing of the transactions contemplated by the Share Purchase Agreement will occur on or before March 19, 2023 or at such other time and place as the Buyer and the Seller may agree, provided that (i) the Seller receives the first tranche of working capital funds in the amount of $2,000 prior to the execution and delivery of (i) the paperwork necessary for the attorney to complete the patent submission, (ii) all documentation necessary for the buyer to market the Genesis program, (iii) any other document, certificate or instrument to consummate the transactions contemplated by the Share Purchase Agreement.

 

On July 21, 2023, Juan Lemus and the Company executed an addendum to the Share Purchase Agreement (the “Addendum”), pursuant to which the Company’s obligations to pay $2,000,000 as working capital was extended until September 30, 2023, and that upon such payment, and the first minimum payment in the amount of $2,550,000 toward the total purchase price on or prior to September 30, 2023 by the Company, the parties will close the transactions contemplated by the Share Purchase Agreement, and Lion Works will become a majority-owned subsidiary of the Company.

 

Business Overview

 

We are an early-stage company in the business of acquiring gold mining and other mining properties worldwide and environmentally safe and other new technologies both in mining and other business areas. As of the date of this prospectus, we have not commenced our mining operations We anticipate starting our mining operations in the third quarter of 2023. This will require, among other things, the completion of the Plan of Operation and obtaining the approval from the Bureau of Land Management and Forestry Service. In order to start operation in Honduras we need to purchase the equipment necessary and obtain a final mining permit.

 

We acquired mining assets from Troy pursuant to the Asset Purchase Agreement (the “Troy Asset Acquisition”) on August 13, 2019.

 

The Company requires substantial funding and additional work to implement its business plan with respect to its mining properties, including the acquisition of 51% ownership in Commsa and Lion Works, a company that owns the “Genesis” ore extraction process. If we complete these acquisitions and acquire the intellectual property rights to Genesis, we will grow our business and will be able to build a number of Genesis plants that can be placed in customer mining sites including our own Troy mining site.

 

 

 

 24 

 

 

Troy Asset Acquisition

 

TROY ASSET ACQUISITION

 

As a result of the Troy Asset Acquisition, the Company acquired 78 gold mining claims consisting of approximately 1600 acres, located east/southeast of El Portal, California, in Mariposa County, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims, including a production processing mill together with associated buildings, all the mining and support equipment at the Troy mine site, all the Troy mining claims, and related geological reports relating to the property, assay reports on the property, and all core drilling samples.

 

HISTORY AND HISTORICAL VALUE:

 

The federal government became involved in the gold mine when prosecuting the then owner and made a request of Dr. Robert B. Garcia to place an estimated value upon the project. Mr. Garcia has a long history as a developer, owner and operator of numerous mines and mining companies and a consultant for the mining and precious metal industries. He graduated from Arizona State University with a degree in chemistry, but his vocational experience is mainly as a metallurgist. He also consults within the mining industry as an expert witness in court litigation’s and has served as an assay referee in large bulk precious metals purchases and evaluations of mine properties for ore values and is a Board of Directors member of a Swiss Bullion License, duly appointed and registered with the Swiss Government which is why the federal government chose him as its consultant for this project. Mr. Garcia’s testimony under oath to the court on behalf of the federal government were significant and resulted in Star’s acquisition of the mine from the current owners.

 

Mr. Garcia’s estimate is backed up by a report issued by BEHRE DOLBEAR & COMPANY, Inc., one of the world’s leading authorities on mining properties values with independent geologists doing it’s on-site work that allows it to maintain its neutral integrity. One of BEHRE DOLBEAR’s prime geologists for this project was Mr. Mark Payne (credentials follow) who was responsible for conducting and overseeing most of the original surveying and mapping. The Garcia Valuation and Gold Reserves Report respecting AT&E claims (a.k.a. USA Mining claims) of which the Troy claims are a subset is attached as Exhibit 99.1 to this registration statement.

 

This valuation was prepared on August 5, 2004, and although this area has not been mined since 2002, the Company recognizes that a new Technical Report and Appraisal prepared under US current standards and regulations with extensive core drilling is needed. Management intends to use some of the funds raised from the S 1 registration to complete the drilling and updated valuation.

 

The Company is currently working with the US Forest Service, National Park Service and BLM to finalize the permits to reopen the mine. No permits have been issued yet. The Company expects to restart mining operations in 2024.

 

Previous Work on the Troy Claims:

 

The history of gold mining in Mariposa County dates back to placer mining by Mexicans or Californians of Spanish descent in 1848. Details concerning work in this time are limited. The discovery of lode gold in Mariposa is generally credited to Kit Carson and the discovery of the Mariposa mine in 1849; however, it is possible that the Mexicans were mining bedrock gold in Mariposa County prior to this discovery.

 

Subsequent to this discovery, large portions of Mariposa County were covered by land grants issued to John Fremont (The Las Mariposas Spanish Land Grant) and the Cook Estate. Because these grants and their private administration covered much of the Mother Lode, mining and development of the area was not conducted in the same fashion as claims located on public land.

 

 

 

 

 25 

 

 

LOCATION OF MINE:

 

The 78 current mining claims registered to Troy Mining Corporation are located west/southwest of El Portal, California and are located on BLM land. The claims are accessible via California State route 140 with the prime portals located approximately two to two and one-half (2 – 2 ½) miles east of Hwy 140 (based on a direct route). There is a graded dirt road that connects the portals located the greatest distance from Hwy 140 with the highway that is owned and maintained by Star. This road is approximately eight (8) miles in length due to the many required switch-backs in order to build the road into the side of the mountain. With proper maintenance, which can be accomplished by the mining company using the equipment purchased for working the mine, this road is normally passable year-round. The road is shared with the US Forest Service and National Park Service who use it to maintain visual surveillance of the area and for fire fighting access and as part hiking trails. In addition to this road, there are additional roads owned by Star that connect the main portal with additional portals located within the claim area. Further, the claims are located at what is considered to be the east base of what is commonly known as the Mother Lode gold-quartz vein system.

 

BACKGROUND OF THE PROJECT:

 

The Project is located at the base of the gold mother lode in one of the three major vein belts where the greatest concentration of minerals settled over the years.

 

·Project was being actively worked as recently as 2002.
·There are a minimum of eight major existing production shafts within the project claims that have produced a significant quantity of gold during the last 150+ years.
·There are approximately an additional sixteen portals located within the project claims
·These portals have never been worked with modern equipment, only pick/shovel and dynamite.
·Veins in existing portals have never been followed via modern methods (3D imaging, etc.).

  

IMPORTANT FEATURES OF THE PROJECT:

 

·The project consists of mining claims located upon land under the control of BLM, US Forest Service and the National Park Service not the state of California with oversight being by these three agencies.
·This is a hard rock mining project, not an open pit or placer type project resulting in much less oversight for air pollution and visual impact.
·It is not a start-up project; it is the reopening of an existing, recently worked, project.

  

EXISTING BENEFITS OF THE PROJECT:

 

·There is an existing grid of roads and trails that crisscross the project providing access to the prime portals. The roads are graded dirt that can be maintained as passable throughout the year and the trails can be expanded into passable roads. The estimated cost to build these roads and trails today would be in excess of $10 million.
·There is a gravity flow ball mill installed on the project that is complete from an ore introduction conveyor system and both rough and crushed ore bins with a pneumatic air hammer/blaster system, through the separation portion of the mill including water and other solutions storage tanks and circulating system and separation tables. This equipment has a replacement cost of approximately $1.8 million.
·On site there are two self-contained generators connected to existing electrical distribution panels with an on-site replacement cost of approximately $30,000
·Project has multiple production shafts (portals) that have in-shaft railroad track installed.
·The project has sufficient timber located within the claim areas to both provide shoring material for new tunneling and if so desired, to sell the excess.
·While this is primarily a gold recovery project, geologists and assay reports indicate the amount of recoverable silver available in quantity is equal to that of gold which adds considerable to the bottom-line profit.
·The company has a large library of mining history of the area and the production shafts located within the project boundaries along with extensive exploration and geology maps, reports, etc.

 

 

 

 

 26 

 

 

Overview of Previous Mining Operations on the Troy Claims:

 

There are three main portals (Hite Mine, Gibbs/Williams Brothers Mine and the Gold Star Mine) located within the area currently included in the Troy mining claims that have been worked from as early as 1849 to as recently as 1996 (Note: in total there are 17 portals on the property). These mines have never been worked with modern equipment but have always been worked with dynamite and pick & shovel with the ore being transported via pack mule prior to the construction of the access road. The roadway system currently in place allows for the ore to be moved via truck either to the processing mill located at the site of the main portal or to off-site locations if it should be desired to do so. All of the mining done in this area is what is known as Hardrock or below-grade, tunnel mining. The past total production from the mines located within this area is considerable. A large portion of this production was done when the price of gold was around $20 per ounce but based on today’s prices this would be very significant. During the production years for these mines, the technique followed by the Hardrock miners was known as “drift mining” where the miner located an external outcropping and then followed the gold vein until it petered out then he moved to another outcropping location. Underground mining extended to 900 feet with development extending down to 1200 feet in depth. Elsewhere on the property, mining and development all occurred within 100 feet of the surface.

 

Previous Work on the Troy Claims:

 

The history of gold mining in Mariposa County dates back to placer mining by Mexicans or Californians of Spanish descent in 1848. Details concerning work in this time are limited. The discovery of lode gold in Mariposa is generally credited to Kit Carson and the discovery of the Mariposa mine in 1849; however, it is possible that the Mexicans were mining bedrock gold in Mariposa County prior to this discovery.

 

Subsequent to this discovery, large portions of Mariposa County were covered by land grants issued to John Fremont (The Las Mariposas Spanish Land Grant) and the Cook Estate. Because these grants and their private administration covered much of the Mother Lode, mining and development of the area was not conducted in the same fashion as claims located on public land.

 

MINE SUMMARY:

 

The Mother Lode is the most extensive mineral zone in the State of California. It extends from the southern part of Mariposa County to the northern part of El Dorado County, a distance of 300 miles, then extends northeast along the Sierra Nevada foothills. Some of the most famous and productive gold mines in the West are located along the length of this mineral zone. The Mother Lode Gold Belt is a long, narrow strip on the western foothills of the Sierra Nevada mountain range. There is a wall-like mass of quartz that outcrops at intervals along the belt. The wide zone of parallel and discontinuous gold vein deposits is referred to as the Mother Lode System.

 

Mariposa County, California, has a long history of gold production from small lode and placer mining operations. The county covers part of the Sierra Nevada Mother Lode belt first discovered in the 19th century. The majority of gold production occurred prior to 1900 and was taken from mineralized quartz veins. The gold price at that time was $20.00/ounce compared to approximately $1,900 per ounce currently. The unproven production at that time would have had a value of several billion dollars if current pricing was used.

 

From the discovery of gold at Sutter's Mill on the American River on January 24, 1848 to the present, the area known as the “Mother Lode Region” has been one of most prolific gold producing areas in the world. In 1849, Quartz lode mining began on claims that currently make up part of the Troy Mining claims. Later this mine was one of the first to install a stamp mill, which ground the quartz ore to separate out the free gold.

 

 

 

 

 27 

 

 

The Troy Mining (Troy) property is specifically located geologically, at the southern end of the “Mother Lode System” in Central East California, Mariposa County, approximately 200 miles east of San Francisco. The property borders on the western the age of Yosemite National Park in the El Portal, California quadrangle, and is three miles southwest of the town of the El Portal, California. The mining property is bounded on the north by the Middle Fork of the Merced River and on the south by the South Fork of the Merced River. The property ranges in elevation from 1,700 feet to 5,500 feet and with workers housed on-site, can be worked year-round. The claims in each of the two main claim groups are contiguous. The maps and mine co-ordinates are included in this report. ….

 

The former AT&E Company controlled approximately 10,500 acres of ground in Mariposa County, California, covering 250 mining claims. The property was acquired from AT&E in the late 90’s by USA Mining and then the 79 most important claims were reinstated by Troy Mining in the early 2000’s (Note: both these transactions occurred when gold was less than $300/oz). The property includes more than 50 mine portals dating back to the late 1800’s or early 1900’s most of which have not been located and viewed by the current owner. Because of the existence of historical mining records, nine of these mines have been characterized as former gold producing mines. Included in this list of mines is the Hite Mine. With estimated total production of at least 150,000 ounces, the Hite Mine is ranked as the fifth largest historic gold producing mine in Mariposa County.

 

The property includes the following historic recognized gold mines: Hite, (6) Hite Central, (7) Kaderitas, (8) Mexican II, and Williams Brothers. In addition, there are at least 50 additional mining portals which were, in the last 150 years, actively producing gold in unknown quantities. These mines were actively producing with pick and shovel and pack-mule. No modern equipment or scientific means of geological study have ever been employed.

 

The company has a very excellent working relation with the BLM, US Forest Service and National Park Service officials that will be involved in the project’s operation.

  

·It has secured a commitment from Mark Payne and Mr. Jon Grossman to become members of its on-site management team along with the same commitment.

 

·Mark Payne attended California State University Sacramento, Bachelor of Arts Geological Sciences Program and has been an independent geological consultant since 1985. He is a California Registered Professional Geologist #7067, and a member of the American Institute of Professional Geologists. He specializes in exploration, definition and resource estimation of gold-quartz vein systems and gold deposits dominated by coarse particulate gold and has served as chief geologist for several major companies such as Emgold Mining Corp and Sutter Gold Mining.

 

·Mr. Grossman received his BS in Economics from the Wharton School of Finance, University of Pennsylvania and has been involved in the precious metal and various aspects of the mining business for more than 30 years. At one time in his career, he was Director of Investment Banking on Wall Street and has been instrumental in founding and growing several businesses including Florida Bullion Traders, Inc. One of his major assets is the fact he was the General Manager of the mining operation that was owned by Mr. Geiger and that operated the mining project during its productive period and has a hands-on/on-site knowledge of the proper operating methods for this project.

 

 

 

 

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MINE LOCATION:

 

The list attached includes the mine location sites per the original listing of the claims with the Bureau of Land Management. In addition, each mine is listed with its specific locations.

 

Main Mine Site Co-Ordinates (Blue Dot)

37°39’50 North

119°52’31 West

 

 

 

 29 

 

 

 

 

 30 

 

 

 

 

 

 31 

 

 

 

This is the area where the mine is located.

 

 

 32 

 

 

INDIVIDUAL CLAIM CO-ORDINATES

 

TROY CLAIM NUMBER   LOCATION OF MINING CLAIMS    
    Quarter-section, section, township, range and Meridian    
         
         
Troy 1   NE1/4 of Section 30, T3S, R20E, M.D.M    
    3568 feet north and 1822 feet west from the SE corner of    
    Section 30, T3S, R20E M.D.B.M    
    Clain is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N44°06'E to the S44°06'E    
         
         
Troy 2   NE1/4 of Section 30, T3S, R20E, M.D.M    
    SE 1/4 of Section 30, T3S, R20E, M.D.M    
    2228 feet north and 649 feet west from the SE corner of    
    Section 30, T3S, R20E M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 3   NE1/4 of Section 30, T3S, R20E, M.D.M    
    SE 1/4 of Section 30, T3S, R20E, M.D.M    
    1797 feet north and 1067 feet west from the SE corner of    
    Section 30, T3S, R20E M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 4   NE1/4 of Section 30, T3S, R20E, M.D.M    
    SE 1/4 of Section 29, T3S, R20E, M.D.M    
    1797 feet north and 1067 feet west from the SE corner of    
    Section 30, T3S, R20E M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         

 

 


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Troy 5   NE1/4 of Section 30, T3S, R20E, M.D.M    
    323 feet north and 407 feet west from the SE corner of    
    Section 30, T3S, R20E M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 6   NE1/4 of Section 31, T3S, R20E, M.D.M    
    SE 1/4 of Section 30, T3S, R20E, M.D.M    
    108 feet south and 825 feet west from the SE corner of    
    Section 30, T3S, R20E M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 7   NE1/4 of Section 31, T3S, R20E, M.D.M    
    SE 1/4 of Section 30, T3S, R20E, M.D.M    
    NW 1/4 of Section 32, T3S, R20E, M.D.M    
    SW 1/4 of Section 29, T3S, R20E, M.D.M    
    288 feet north and 371 feet west from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 8   NE1/4 of Section 31, T3S, R20E, M.D.M    
    SE 1/4 of Section 30, T3S, R20E, M.D.M    
    NW 1/4 of Section 32, T3S, R20E, M.D.M    
    143 feet north and 789 feet west from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         

 

 


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Troy 9   NE1/4 of Section 31, T3S, R20E, M.D.M    
    NW 1/4 of Section 32, T3S, R20E, M.D.M    
    1187 feet south and 289 feet east from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 10   NE1/4 of Section 31, T3S, R20E, M.D.M    
    NW 1/4 of Section 32, T3S, R20E, M.D.M    
    2035 feet south and 302 feet east from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 11   NE1/4 of Section 31, T3S, R20E, M.D.M    
    SW 1/4 of Section 32, T3S, R20E, M.D.M    
    2070 feet south and 338 feet east from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 12   NE1/4 of Section 31, T3S, R20E, M.D.M    
    SE 1/4 of Section 31, t3S, R20E, M.D.M    
    NW 1/4 of Section 32, T3S, R20E, M.D.M    
    2466 feet south and 116 feet west from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 13   NE1/4 of Section 31, T3S, R20E, M.D.M    
    SE 1/4 of Section 31, T3S, R20E, M.D.M    
    NW 1/4 of Section 32, T3S, R20E, M.D.M    
    SW 1/4 of Section 32, T3S, R20E, M.D.M    
    2501 feet south and 80 feet west from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         

 

 


 35 

 

 

Troy 14   NE 1/4 of Section 31, T3S, R20E, M.D.M    
    SE 1/4 of Section 31, T3S, R20E, M.D.M    
    2897 feet south and 533 feet west of the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
troy 15   SE 1/4 of Section 31, T3S, R20E, M.D.M    
    SW 1/4 of Section 32, T3S, R20E, M.D.M    
    2932 feet south and 497 feet west of the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 16   NE 1/4 of Section 31, T3S, R20E, M.D.M    
    SE 1/4 of Section 31, T3S, R20E, M.D.M    
    3238 feet south and 951 feet west from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 17   SE 1/4 of Section 31, T3S, R20E, M.D.M    
    SW 1/4 of Section 32, T3S, R20E, M.D.M    
    3363 feet south and 915 feet west from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 19   NE1/4 of Section 31, T3S, R20E, M.D.M    
    SE 1/4 of Section 31, T3S, R20E, M.D.M    
    NW 1/4 of Section 31, T3S, R20E, M.D.M    
    SW 1/4 of Section 31, T3S, R20E, M.D.M    
    2715 feet south and 2446 feet west from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         

 

 

 

 36 

 

 

Troy 20   NE 1/4 of Section 31, T3S, R20E, M.D.M    
    SE 1/4 of Section 31, T3S, R20E, M.D.M    
    SW 1/4 of section 31, T3S, R20E, M.D.M    
    3759 feet south and 1368 feet west from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 21   SE 1/4 of Section 31, T3S, R20E, M.D.M    
    3794 feet south and 1332 feet west from the SE corner of    
    Section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    general course of the lode is from N45°54'W to the S45°54'E    
    direction    
         
Troy 48   NE 1/4 of Section 19, T3S, R20E, M.D.M    
    8493 feet north and 2633 feet west from the southeast corner    
    of section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course of lode is N9°24'W to S9°24'E direction    
         
Troy 49   NE1/4 of Section 19, T3S, R20E, M.D.M    
    SE 1/4 of Section 19, T3S, R20E, M.D.M    
    NW 1/4 of Section 19, T3S, R20E, M.D.M.    
    SW 1/4 of Section 19, T3S, R20E, M.D.M    
    7849 feet north and 3149 feet west from the southeast corner    
    of section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course of lode is N9°24'W to S9°24'E direction    
         
Troy 50   NE1/4 of Section 19, T3S, R20E, M.D.M    
    SE 1/4 of Section 19, T3S, R20E, M.D.M    
    8354 feet north and 2625 feet west from the southeast corner    
    of section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course of lode is N9°24'W to S9°24'E direction    
         

 

 


 37 

 

 

Troy 51   NE1/4 of Section 19, T3S, R20E, M.D.M    
    SE 1/4 of Section 19, T3S, R20E, M.D.M    
    SW 1/4 of Section 19, T3S, R20E, M.D.M    
    7799 feet north and 3141 feet west from the southeast corner    
    of section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course of lode is N9°24'W to S9°24'E direction    
         
Troy 52   NE1/4 of Section 30, T3S, R20E, M.D.M    
    SE 1/4 of Section 19, T3S, R20E, M.D.M    
    5443 feet north and 2143 feet west from the southeast corner    
    of section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course of lode is N9°24'W to S9°24'E direction    
         
Troy 53   NE1/4 of Section 30, T3S, R20E, M.D.M    
    SE 1/4 of Section 19, T3S, R20E, M.D.M    
    NW 1/4 of Section 30, T3S, R20E, M.D.M.    
    SW 1/4 of Section 19, T3S, R20E, M.D.M    
    4889 feet north and 2660 feet west from the southeast corner    
    of section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course of lode is N9°24'W to S9°24'E direction    
         
    NE1/4 of Section 30, T3S, R20E, M.D.M    
Troy 54   SE 1/4 of Section 19, T3S, R20E, M.D.M    
    5394 feet north and 2134 feet west from the Southeast corner    
    of section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course of lode is N9°24'W to S9°24'E direction    
         
Troy 55   NE 1/4 of Section 30, T3S, R20E, M.D.M    
    NW 1/4 of Section 30, T3S, R20E, M.D.M    
    4839 feet north and 2651 ffet west from the SE corner of    
    section 30, T3S, R20E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course of lode is N9°24'W to S9°24'E direction    
         

 

 


 38 

 

 

Troy 60   NE1/4 of Section 21 T3S, R19E, M.D.M    
    SE 1/4 of Section 21, T3S, R19E, M.D.M    
    NW 1/4 of Section 21, T3S, R19E, M.D.M.    
    SW 1/4 of Section 21, T3S, R19E, M.D.M    
    141 feet north and 997 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 61   NE1/4 of Section 21 T3S, R19E, M.D.M    
    SE 1/4 of Section 21, T3S, R19E, M.D.M    
    NW 1/4 of Section 22, T3S, R19E, M.D.M.    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    141 feet north and 947 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 62   SE 1/4 of Section 21, T3S, R19E, M.D.M    
    SW 1/4 of Section 21, T3S, R19E, M.D.M    
    459 feet south and 997 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 63   SE 1/4 of Section 21, T3S, R19E, M.D.M    
    SW 1/4 of Section 21, T3S, R19E, M.D.M    
    459 feet south and 947 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 64   SE 1/4 of Section 21, T3S, R19E, M.D.M    
    SW 1/4 of Section 21, T3S, R19E, M.D.M    
    1059 feet south and 997 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

 

 

 39 

 

 

Troy 65   SE 1/4 of Section 21, T3S, R19E, M.D.M    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    1059 feet south and 997 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 66   SE 1/4 of Section 21, T3S, R19E, M.D.M    
    SW 1/4 of Section 21, T3S, R19E, M.D.M    
    1659 feet south and 997 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 67   SE 1/4 of Section 21, T3S, R19E, M.D.M    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    1659 feet south and 997 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 68   SE 1/4 of Section 21, T3S, R19E, M.D.M    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    2259 feet south and 997 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 69   SE 1/4 of Section 21, T3S, R19E, M.D.M    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    2259 feet south and 947 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

 

 

 

 40 

 

 

Troy 70   NE1/4 of Section 28 T3S, R19E, M.D.M    
    SE 1/4 of Section 21, T3S, R19E, M.D.M    
    NW 1/4 of Section 28, T3S, R19E, M.D.M.    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    2859 feet south and 947 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 71   NE1/4 of Section 28 T3S, R19E, M.D.M    
    SE 1/4 of Section 21, T3S, R19E, M.D.M    
    NW 1/4 of Section 27, T3S, R19E, M.D.M.    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    2859 feet south and 947 feet west from the W 1/4 corner    
    of section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 80   SW 1/4 of Section 22, T3S, R19E, M.D.M    
    1059 feet south and 2003 feet east from the w 1/4 corner of    
    section 22, T3S, R16E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 81   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    1053 feet south and 2053 feet east from the W 1/4 corner    
    section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 82   SW 1/4 of Section 22, T3S, R19E, M.D.M    
    1659 feet south and 2003 feet east from the W 1/4 corner of    
    Section 22, T3S, R16E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

 

 

 

 41 

 

 

Troy 83   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    1659 feet south and 2053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 84   SW 1/4 of Section 22, T3S, R19E, M.D.M    
    2259 feet south and 2003 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 85   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    2259 feet south and 2053 feet east from the W 1/4 corenre of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 86   NW 1/4 of Section 27, T3S, R19E, M.D.M    
    SW 1/4 of Section 22, T3S, R19E, M.D.M    
    2859 feet south and 2003 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 87   NE 1/4 of Section 27, T3S, R20E, M.D.M    
    SE 1/4 of Section 22, T3S, R20E, M.D.M    
    NW 1/4 of Section 27, T3S, R20E, M.D.M.    
    SW 1/4 of Section 22, T3S, R20E, M.D.M    
    2859 feet south and 2053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

 

 

 42 

 

 

Troy 89   NE 1/4 of Section 27, T3S, R20E, M.D.M    
    NW 1/4 of Section 27, T3S, R20E, M.D.M.    
    3459 feet south and 2053 feet east from the W 1/4 corner of    
    Section 22, T3S, R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 91   NE 1/4 of Section 27, TS, R19E, M.D.M    
    NW 1/4 of Section 27, T3S, R19E, M.D.M.    
    4059 feet south and 2053 feet east from the W 1/4 corner of    
    Section 22, t3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 93   NE 1/4 of Section 27, TS, R19E, M.D.M    
    NW 1/4 of Section 27, T3S, R19E, M.D.M.    
    4659 feet south and 2053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 95   NE 1/4 of Section 27, TS, R19E, M.D.M    
    SE 1/4 of Section 27, T3S, R19E, M.D.M    
    NW 1/4 of Section 27, T3S, R19E, M.D.M.    
    SW 1/4 of Section 27, T3S, R19E, M.D.M    
    5259 feet south and 2053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 97   SE 1/4 of Section 27, T3S, R19E, M.D.M    
    SW 1/4 of Section 27, T3S, R19E, M.D.M.    
    5859 feet south and 2053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

 

 

 43 

 

 

Troy 98   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    459 feet south and 5003 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 99   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    SW 1/4 of Section 23, T3S, R19E, M.D.M.    
    459 feet south and 5003 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 100   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    1059 feet south and 5003 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 101   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    SW 1/4 of Section 23, T3S, R19E, M.D.M.    
    1059 feet south and 5053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 102   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    1659 feet south and 5003 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 103   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    SW 1/4 of Section 23, T3S, R19E, M.D.M.    
    1659 feet south and 5053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

 

 

 44 

 

 

Troy 104   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    2259 feet south and 5003 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 105   SE 1/4 of Section 22, T3S, R19E, M.D.M    
    SW 1/4 of Section 23, T3S, R19E, M.D.M.    
    2259 feet south and 5053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 106   NE 1/4 of Section 27, TS, R19E, M.D.M    
    SE 1/4 of Section 22, T3S, R19E, M.D.M.    
    2859 feet south and 5003 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 107   NE 1/4 of Section 27, TS, R19E, M.D.M    
    SE 1/4 of Section 22, T3S, R19E, M.D.M    
    NW 1/4 of Section 26, T3S, R19E, M.D.M.    
    SW 1/4 of Section 23, T3S, R19E, M.D.M    
    2859 feet south and 5053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 108   NE 1/4 of Section 27, TS, R19E, M.D.M    
    3459 feet south and 5003 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 109   NE 1/4 of Section 27, TS, R19E, M.D.M    
    NW 1/4 of Section 26, T3S, R19E, M.D.M.    
    3459 feet south and 5053 feet east from the W 1/4 corner of    
    Section 22, T3S, R19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

 

 45 

 

 

Troy 110   NE 1/4 of Section 27, TS, R19E, M.D.M    
    4059 feet south and 4428 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 111   NE 1/4 of Section 27, T3S, R19E, M.D.M    
    NW 1/4 of Section 26, T3S, R19E, M.D.M.    
    4059 feet south and 6503 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Triy 112   NE 1/4 of Section 27, TS, R19E, M.D.M    
    4659 feet south and 3553 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 113   NE 1/4 of Section 27, T3S, R19E, M.D.M    
    NW 1/4 of Section 26, T3S, R19E, M.D.M.    
    4659 feet south and 6503 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 114   NE 1/4 of Section 27, T3S, R19E, M.D.M    
    SE 1/4 of Section 27, T3S, R19E, M.D.M.    
    5269 feet south and 3553 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 115   NE 1/4 of Section 27, T3S, R19E, M.D.M    
    SE 1/4 of Section 27, T3S, R19E, M.D.M    
    NW 1/4 of Section 26, T3S, R19E, M.D.M.    
    SW 1/4 of Section 26, T3S, R19E, M.D.M    
    5259 feet south and 6503 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

 

 46 

 

 

Troy 116   NE 1/4 of Section 26, T3S, R19E, M.D.M    
    SE 1/4 of Section 23, T3S, R19E, M.D.M    
    NW 1/4 of Section 26, T3S, R19E, M.D.M.    
    SW 1/4 of Section 23, T3S, R19E, M.D.M    
    2859 feet south and 6553 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 117   NE 1/4 of Section 26, TS, R19E, M.D.M    
    NW 1/4 of Section 26, T3S, R19E, M.D.M.    
    3459 feet south and 6553 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 118   NE 1/4 of Section 26, TS, R19E, M.D.M    
    NW 1/4 of Section 26, T3S, R19E, M.D.M.    
    4059 feet south and 6553 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 121   SE 1/4 of Section 23, T3S, R19E, M.D.M    
    SW 1/4 of Section 23, T3S, R19E, M.D.M    
    459 feet south and 8003 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 122   SE 1/4 of Section 23, T3S, R19E, M.D.M    
    SW 1/4 of Section 23, T3S, R19E, M.D.M    
    1059 feet south and 8003 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

 

 47 

 

 

Troy 123   SE 1/4 of Section 23, T3S, R19E, M.D.M    
    SW 1/4 of Section 23, T3S, R19E, M.D.M    
    1659 feet south and 8003 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         
Troy 124   SE 1/4 of Section 23, T3S, R19E, M.D.M    
    SW 1/4 of Section 23, T3S, R19E, M.D.M    
    2259 feet south and 8003 feet east from the W 1/4 corner of    
    Section 22, T3S. R 19E, M.D.B.M    
    Claim is approximately 1500 feet long and 600 feet wide    
    General course load is from easterly to westerly direction    
         

 

  

 

 

 

 

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The Troy Mining Zone Location Map – Mariposa County

 

 

 

 49 

 

Location of Star’s Mining Property
Within the Historic “California Mother Load”

 

 50 

 

 

There are seven (7) portals. The method Troy used to stake its claims was to land-lock the area surrounding these claims in a way to prevent outside interests to stake the additional original AT&E claims. Since existing roads, trails, etc. may be expanded but no new ones constructed without further government approval, this program proved effective. Troy’s plan was at such time as it was ready to begin opening the various portals for production to survey and stake the additional 290+ claims facilitated by its road and trail structure that provides access to them. These additional claims together with the existing claims would provide Star with control over ~10,500 acres, 130 miles due East of San Francisco Bay.

 

Photographs of the Troy Mining Zone

 

 

The Mining Property, showing site buildings

 

 

 

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Mining Property

 

 

 

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Mining Property

 

 

 

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Mine Shaft

 

 

 

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Bunker

 

 

 

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Main Road

 

 

 

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Mine

 

 

 

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Mill

 

 

 

 58 

 

 

 

 

Mill

 

 

 

 59 

 

 

 

 

Mill

 

 

 

 60 

 

 

 

 

Mill

 

 

 

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Mill Building

 

 

 

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Rock Face Inside the Mine Showing Ore

 

 

 

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Bunker

 

 

Mine Map

 

Inside Mine

 

Inside Mine

 

 

 

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Several Pictures Taken at the Mine Site late November 2019 Follow

 

 

  

 

 

 

 

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commsa mining rights

 

The Potosi area is rugged with elevations ranging from 300m to 1050m ASL. Saprolite and quartz - rich outcrop provide often treacherous footing on steep hills. Outcrop is sparse with topographic highs being capped either by resistant quartz - veined andesites, Padre Miguel group rocks or rhyolite intrusive doming.

 

Hardy plants and trees populate the regions proportional to altitude, soil, and water supply. Generally, the topographically higher elevations are covered with pine forests and pine needle carpets. Lower regions, especially in stream and river drainages are covered in deciduous single canopy jungle.

 

Mining and exploration history

 

At present, the Potosi area is not being mined by other than small, high-grade operations consisting of one or two local individuals. They focus upon known occurrences such as Tajo, San Antonio and, lately, San Benito with hand tools, cobbing and molinete techniques. The area has seen sporadic gold mining activity since the time of the Spanish colonists 100 hundred years ago. Within the Potosi concession, Rosario Mining performed large scale underground tunneling in the Guadaloupe, San Antonio, Guapinol, El Caballo and Tajo adits using tracked techniques of First World War vintage. Brush-overgrown roads and at least several hundred meters of tunnels, most of them collapsed, are the legacy of this earlier work. An unnamed American company did some small shafts and tunnels at Volcancito, and Jobos. No production records or plans are available.

 

Geology

 

Geology Project

 

Perhaps ten percent of the Potosi area is rock outcrop. In a macro sense the outcrop available for mapping may be broken up into two Tertiary volcanic rock groups: the Oligocene Matagalpa Formation (mainly andesitic in composition) and the Miocene Padre Miguel Group (mainly rhyolite / dacite). Matagalpa Formation rocks contain andesite flows, crystal tuffs, feldspar porphyries, basalt, and finer grained volcano-sediments unconformably overlain by the Padre Miguel rocks (rhyolitic to dacitic tuffs). Later stage rhyolite doming occurs in the San Antonio Mine area and immediately east of the San Benito occurrence. The Cerro Potosi topographic high is probably correlative to the Padre Miguel group rooks. Later stage mafic, intermediate, and felsic diking crosscut the main units. Padre Miguel rocks are invariably bleached white to pink to grey mass of devitrified and silicified rhyolite to dacite, ignimbrite or silicified breccia. White, angular metamorphosed/altered clasts are diagnostic of this occurrence at Pantaleon. Welding is observable in core.

 

At Potosi, the rock types are variations on the Matagalpa theme, except for Pantaleon, where the prime target was gold bearing epithermal quartz veining within Padre Miguel rocks. It was also hoped that the contact between the Padre Miguel and Matagalpa rocks would be a logical horizon for gold alteration zones.

 

The majority of outcrop mapped on the project is from the Matagalpa group: a flat-lying sequence of medium grained porphyritic tuff breccia of intermediate composition. Markedly porphyritic flows were mapped on surface and logged in drill holes. The size and shape of the light grey/white feldspar phenocrysts varies from millimeter to slightly less than 0,75 cm. More massive, non-porphyritic, fine-grained andesite was identified either as volcanic flow or tuffs. The Matagalpa group is predominantly subaerial with limited sections of banded, lamellar tuffs which may have been subaqueous. Pyroclastic andesite breccias are mapped and logged in all the focus zones. Heterolithic lapilli are common constituents of the lapilli tuff. Heterolithic agglomeratic andesite and medium to coarse tuff breccia is logged in the San Benito drill holes. Fine grained intermediate dykes which may be feeder dykes cut the same drill holes.

 

 

 

 

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Felsic intrusive domes are subaerial in nature. Flow banding and spherulites are common.

 

The main target of the drilling at San Antonio and Tajo is epithermal quartz veining and attendant alteration and silicification zones.

 

Structure: The principal trend mapped at San Antonio dips steeply to the north and is coincident with an east - west striking ridge. The trend is traceable on surface from San Antonio through Corales / Guadaloupe where the strike becomes more northerly, increasing from generally east-west to west-north-west (270 to 310/320). There are indications that the west-north-west striking Corales / Guadaloupe Mines exploit a second structure mirroring the Nicaraguan trough. This trend disrupts the east-west trend hosting the San Antonio structure.

 

Epithermal quartz veining is evidently controlled by structurally prepared fault and fracture zones. These zones have provided the conduit for gold bearing siliceous fluids driven by felsic doming as a "heat engine".

 

Alteration: Feldspar and clay alteration is to moderate intense in the weathering horizon and adjacent to structurally affected areas and/or within the aura of related, epithermally altered, siliceous zones. This alteration is in direct proportion to proximity of structural movement and quartz veining. The near surface feldspar phenocrysts are soft, crumbly and subhedral to anhedral in form. Sausseritization is common in core.

 

Hematization is ubiquitous in surface rocks due to the weathering profile created by meteoric water circulation and subsequent oxidation. Faulted and fractured rocks are also commonly hematized to varying extents.

 

Silicification: All rock units have silicified intersections (usually influenced by epithermal quartz veining) although pervasive silicification has been noted on the metre scales in core and adjacent to quartz breccia zones during the mapping phase. Epidotization is part of a classic zonation especially noticeable at San Benito where pervasive epidote gives way to pyritization and finally to silicification proximal to epithermal quartz veining and associated chalcopyrite, galena, sphalerite, silver minerals and gold.

 

Sulphides / mineralization: There is a distinct correlation between the presence of sulphide presence, type, and percentages to gold mineralization as noted in zone descriptions and core logs. Sulphides are not consistent as to type or quantity between drilled zones. If indeed there is a gold pathfinder element at Potosi, it is copper. Chalcopyrite, galena, pyrite, sphalerite, silver minerals (acanthite) and their oxide analogues are present in the best mineralized intersections. Visible gold was logged in DDH PT97-1 while V.G. is also seen in the surface oxidation zones at Tajo, Volcancito and San Benito. The gold logged in PT97-1 was coarse (several mm. in diameter) within a vuggy epithermal quartz vein. Other visible gold was noted occurring as <mm. flecks within very oxidized siliceous capstone at known workings on the property.

 

 

 

 

 

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commsa mining rights

 

If the Company consummates the Commsa Acquisition under the Share Purchase Agreement with Mr. Lemus, it will acquire 51% of Commsa, a Honduran Corporation, and as a part of that acquisition the Company will acquire Commsa’s mining rights to five mines that run near a stretch of the Rio Jalan River and are in the process of being prepared for mining production. Below is the summary of Commsa Mining Rights.

 

The environmental licenses have been obtained and exploration is ongoing. Local small mining operations are producing a minimum of 250 to 300 oz of gold per site per month while losing approximately 50% of the recoverable gold particles. We expect that our expanded operations, using modern equipment and our new Genesis program, recently acquired, should result in up to a 98% rate of recoverable gold, leading to significantly higher quantities of gold per site.

 

Located two hours from the capital city of Choluteca, Honduras, CONNSA owns the concession for unlimited exploitation, land and drill holes.

 

Choluteca, the fourth largest city in Honduras, has a wide range of hotels and rental dwellings as well as good supply, repair, and communications infrastructure. The city and the national capital, Tegucigalpa, are joined by 130km of the paved highway. The highway also provides access from Choluteca to Clavos Road, one of many logging and agricultural roads throughout the area. Potosi is reached by driving 50km east on the highway from Choluteca and taking the dirt road to Porteritos, a total of 1.5 hours driving time. The highway has both passenger and heavy transport capabilities.

 

Choluteca is serviced by twelve daily bus runs. Daily international airline service is available to Tegucigalpa from every country while Choluteca is serviced by an airstrip capable of landing 737 sized aircraft.

 

A large, skilled labor force with some mining experience, can be mobilized in most Honduran towns.

 

The mining concessions are centered at 13” 15’N and 87” 00’Win the area of Choluteca, Honduras.

 

Below is a mineral resource summary for the Clavos. The report is compiled from internationally validated exploration documentation that meets the standards set by Canadian National Instrument 43-101, (NI 43-101) and National Instrument 43-101CP, and National Instrument 43-101F1.

  

 

 

 

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Clavos

 

1996 sampling traverses by Entre Mares personnel (geologists Scoretz, Malfair, Cheng, Fraser and McCarthy at different times) indicated that anomalous gold was present at Clavos zone in structurally and stratigraphically favorable terrain. Then by an independent group of Geologist from Guatemala lead by Ruben Leal in 2005 and then again in 2020 further sampling from Clavos coinfirmed the ancient mineralized zones, as well as new potential ones and complete economics and metallurgic reports.

 

Drilling, reconnaissance mapping and sampling by BMG's D. Mashburn in 1994 discovered spectacular gold values (up to 305.2g/T/0.3m in DDH 94-5 at the San Antonio zone) at Clavos.

 

The Choluteca concessions encompass an area characterized by steep hills, rugged relief interspersed with rounded coast mountains and ridges and domes interspersed with precipitous valleys. Cliffs are not uncommon particularly along zones of structural uplift or downthrow.

 

Physiography and Climate

  

Clavos is steeper topographically with rhyolite doming and very steep valleys throughout the property.

 

Topography varies widely from 60m on the west side to 1190m in the northeast corner of the properties.

 

Honduras is subject to temperatures ranging from the low 20's into the 40's (degrees Celsius) dependent upon the season. Climate is logically broken up into extremes: the rainy season (June to October) and the dry season (November to May).

  

 

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Potosi

 

Location and access

 

The Potosi Project is in the Municipality of Concepcion de Maria in southern Honduras, Department of Choluteca.

 

Map 2855-IV (Concepcion de Maria - Cinco Pinos, 1:50,000 topographic sheet) covers most of the property. The nearest center of commerce is Choluteca, the fourth largest city in Honduras.

 

Access to Potosi is best achieved from the San Francisco turn-off on the Pan American Highway east of Choluteca. A 1.5-hour journey from Choluteca by 4x4 to the village of Porteritos via highway and dirt road is the most efficient means of travel.

 

Physiography

 

The Potosi area is rugged with elevations ranging from 300m to 1050m ASL. Saprolite and quartz - rich outcrop provide often treacherous footing on steep hills. Outcrop is sparse with topographic highs being capped either by resistant quartz - veined andesites, Padre Miguel group rocks or rhyolite intrusive doming.

 

Hardy plants and trees populate the regions proportional to altitude, soil, and water supply. Generally, the topographically higher elevations are covered with pine forests and pine needle carpets. Lower regions, especially in stream and river drainages are covered in deciduous single canopy jungle.

 

Geology

 

Geology Project

 

Perhaps ten percent of the Potosi area is rock outcrop. In a macro sense the outcrop available for mapping may be broken up into two Tertiary volcanic rock groups: the Oligocene Matagalpa Formation (mainly andesitic in composition) and the Miocene Padre Miguel Group (mainly rhyolite / dacite). Matagalpa Formation rocks contain andesite flows, crystal tuffs, feldspar porphyries, basalt, and finer grained volcano-sediments unconformably overlain by the Padre Miguel rocks (rhyolitic to dacitic tuffs). Later stage rhyolite doming occurs in the San Antonio Mine area and immediately east of the San Benito occurrence. The Cerro Potosi topographic high is probably correlative to the Padre Miguel group rooks. Later stage mafic, intermediate, and felsic diking crosscut the main units. Padre Miguel rocks are invariably bleached white to pink to grey mass of devitrified and silicified rhyolite to dacite, ignimbrite or silicified breccia. White, angular metamorphosed/altered clasts are diagnostic of this occurrence at Pantaleon. Welding is observable in core.

 

At Potosi, the rock types are variations on the Matagalpa theme, except for Pantaleon, where the prime target was gold bearing epithermal quartz veining within Padre Miguel rocks. It was also hoped that the contact between the Padre Miguel and Matagalpa rocks would be a logical horizon for gold alteration zones.

 

The majority of outcrop mapped on the project is from the Matagalpa group: a flat-lying sequence of medium grained porphyritic tuff breccia of intermediate composition. Markedly porphyritic flows were mapped on surface and logged in drill holes. The size and shape of the light grey/white feldspar phenocrysts varies from millimeter to slightly less than 0,75 cm. More massive, non-porphyritic, fine-grained andesite was identified either as volcanic flow or tuffs. The Matagalpa group is predominantly subaerial with limited sections of banded, lamellar tuffs which may have been subaqueous. Pyroclastic andesite breccias are mapped and logged in all the focus zones. Heterolithic lapilli are common constituents of the lapilli tuff. Heterolithic agglomeratic andesite and medium to coarse tuff breccia is logged in the San Benito drill holes. Fine grained intermediate dykes which may be feeder dykes cut the same drill holes.

 

 

 

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The main target of the drilling at San Antonio and Tajo is epithermal quartz veining and attendant alteration and silicification zones.

 

Drilling at the Tajo showing delineated a quartz vein structure striking WNW and dipping moderately to the northeast. Diamond drill holes PT97-05 to PT97-11 intersected the structure along a strike length of 150m over a 125m down dip extension.

 

The Tajo Showing is located on a variably dipping (15-30o) north-east facing slope. The Tajo structure was approached through a series of short drill holes. The structure was pierced repeatedly at anticipated depths based on a 295o strike and -35o N dip; except in PT97-11 where the vein was intercepted 20m higher in the hole. This may be explained by a swing in the strike to the northwest or an offset through faulting. Field evidence indicates that the structure begins to strike 315o on the western end of the grid. The best assay was in PT97-7 (2.29g/T over 8.0m including a core zone of 12.2g/T over 1.4m). it is geometrically demonstrable that the core zone corresponds to the base metal rich sulfide intervals of the Tajo vein.

 

The next drawing is the proved gold reserves from Potosi before naming Tajo with a total of 78,318.27 ounces of Au.

 

There is much to still explore all around this rich zone, pretty much everywhere you walk we found more gold in area of 30 km.

 

San Antonio

 

The San Antonio zone was the first structure mapped and drilled during the program. The site of several mines (San Antonio/ Todos Santos, El Caballo and Ocotillo), the zone had yielded superior gold mineralization: 3.4/g/T/16.3m from 6.7-23m depth in DDH94-5 (one of the two BMG drill holes directed across the San Antonio zone). A single sample gave 305.2g/T/0.3m. The surface mapping showed altered porphyritic and a site overlying a more massive unit of andesite tuff / lapilli tuff. 1:1000 scale surface mapping and diligent sampling of all promising areas was performed on and off the grid. The underground mapping indicated that the San Antonio Mine topographically overlaps the Todos Santos Mine in Rosario Mining's earlier attempt to mine the San Antonio structure.

 

From 2004 to 2005 12 new drills were performed by Ruben Leal at San Antonio to prove gold reserves and extend the anomalous underground samples and DDH 94-5 mineralization.

 

San Benito

  

An approximately 700 x 350m zone has been sampled with highly anomalous Au values obtained. It is open to both east and west and appears to represent stacked epithermal quartz zones with Au, Ag and Cu mineralization. Another hole to the west of the Vespa Pit, possibly drilling under the chimney zone would be useful in extending mineralization; a hole should be drilled to test the eastward extension of the chalcopyrite-bearing quartz veins mapped there. Surface samples in pits and trenches returned more than 10g/T Au values. A program of at least five, 100m drill holes would be necessary to properly test the very wide and persistent zone of base metal and gold enhancement within silicification and quartz veining identified on the grid.

 

Cerro Copal

 

Lithology of Cerro Copal is the same as Tajo.

 

From 1999 to this day this area is also being mined on a small scale by locals following high gold grades. Ending with complex underground structure that allows us to create a 3D without drilling.

 

This new exploration area follows the Limon’s trend from Nicaragua Gold belt.

 

 

 

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Lion Works, Inc.-Genesis Ore Extraction Process

 

On March 19, 2023, the Company, as Buyer entered into that certain share purchase agreement with J. Lemus, as Seller which contemplated acquisition of 51% of the capital stock of Lion Works, including 51% of the intellectual property rights and know-how related to the Genesis proprietary system (“Genesis”). This green, environmentally friendly, process, extracts up to 98% of the minerals, including gold and many rare earth elements from Oxide and complex Ores. Furthermore, the process takes 12 - 48 hours which is considerably shorter than the 40 to 120 days other leaching processes take. Furthermore, the heap leaching process, as a general rule only extracts up to 70% of the gold or other minerals from the ore. If left for one to two years it is possible to extract up to 90% of the minerals from the ore using heap leaching methods and compared to CIL plant processing has the same effectiveness without the cost. CIL stands for carbon in leach. This is a gold extraction process called cyanidation where carbon is added to the leach tanks or reaction vessels so that leaching and absorption take place in the same tanks. It is the most commonly used leaching process for the extraction of gold. This process has a higher capital and operating cost but generally has an improved gold recovery of between 20 and 30%. However, this process is still more expensive than our Genesis system, is environmentally unfriendly, is still slow compared to Genesis and in the first 4 to 6 months extracts much less ore than our Genesis system achieves over 12 to 48 hours.

 

Genesis is the key process that makes economically unviable deposits around the world viable and profitable again.

 

Genesis is a sustainable extraction method, that yields an improved recovery rate in a much shorter time period even where the presence of gold is as little as 0.10 parts per million. There are no emissions, and the system is environmentally friendly.

 

Upon the consummation of the transactions contemplated by the Share Purchase Agreement, pursuant to which Lion Works will become the Company’s majority-owned subsidiary, the Company intends to have independent geologists and engineers review the two different systems and write reports on the process. This will be another use of the funds raised though the S 1 registration and funding process.

 

The Genesis Oxide System

 

The Genesis system accelerates the rate of dissolution of gold to nearly an immediate rate, therefore reducing the standard time of extraction from approximately 40-120 days to a mere 12 to 48 hours. Consequently, the costs of production are dramatically reduced. The system is scalable and the smaller units are modular and can easily be transported from location to location.

 

Beyond the economic advantages it also provides immediate technical solutions to difficulties caused by fine materials and resolves the need to agglomerate. The speed of extraction of gold is up to 400 times faster than conventional heap leaching.

 

Versatility

 

At the heart of the Genesis system is a reactor module that makes the system versatile in its relationship with installation, construction, and repositioning. The system’s conception, design, and its structural development is the innovative solution to older methods of extraction. In addition to the numerous international collaborations it has resulted in the creation and implementation of Genesis for the provision of a practical and economical solution that is effective, feasible, and reliable; characteristics which the mining industry has always required.

 
The area needed to operate a complete module is merely 2,500 square meters which includes the absorption plant, a convenient reduction in space requirements as compared to Heap leaching.

 

 

 

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The Genesis Refractory System

 

The Genesis Refractory system works on complex ores. This genesis system has up to a 98% transformation rate from double refractory lock gold into free oxide gold. The system operates within a 12 to 48 hour process time, thereby reducing very significantly the time that a heap leaching system would take.

 

The Genesis system is the only economically feasible solution for complex low-grade deposits and the only Cost-effective process to treat double refractory gold and other minerals.

 

This system like the Genesis oxide system is an innovative solution that significantly improves the older methods. It is environmentally safe, has no emissions and its speed of extraction is very cost effective. The true benefits are that it can be used on tailing piles, extracting in most instances more minerals than was originally extracted with the older methods. It also cleans up these tailing piles during the extraction process leaving smaller rocks and gravel that can be used on roads and rail tracks etc. The dirtiest of all tailings are coal tailings and our equipment works very efficiently on these tailings extracting minerals and leaving useable rock residue.

 

Key Points:

 

·Lower capital investment needs in comparison to the standard processes available in the industry.
·System is much faster than regular heap leaching methods.
·Improved rate of extraction.
·Solution for low gold grade deposits.
·Solution for economically unviable deposits.
·Genesis has the same efficiency as a CIL plant without the costs.
·