We have filed this Registration Statement, together with all amendments and exhibits, with the SEC. This prospectus, which forms a part of that Registration Statement, does not contain all information included in this Registration Statement. Certain information is omitted and you should refer to this Registration Statement and its exhibits. With respect to references made in this prospectus to any of our contracts or other documents, the references are not necessarily complete and you should refer to the exhibits attached to this Registration Statement for copies of the actual contracts or documents. You may read and copy any document that we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and this Registration Statement can also be reviewed by accessing the SEC’s website at
www.sec.gov
.
We file periodic reports and other information with the SEC. Such periodic reports and other information are available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.terratechcorp.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information and other content contained on any of our websites are not part of this Prospectus.
Our audited financial statements for the period for the years ended September 30, 2017 and September 30, 2016, and our quarterly report for the three months ended December 31, 2017 and December 31, 2016 are included herewith.
OROPLATA RESOURCES, INC.
Condensed Financial Statements
For the Period Ended December 31, 2017 (unaudited) and September 30, 2017
Condensed Consolidated Balance Sheets (unaudited)
|
F-2
|
Condensed Consolidated Statements of Operations (unaudited)
|
F-3
|
Condensed Consolidated Statements of Cash Flows (unaudited)
|
F-4
|
Notes to the Condensed Consolidated Financial Statements (unaudited)
|
F-5
|
F-1
OROPLATA RESOURCE
S, INC.
Condensed Consolidated Balance Sheets
|
December 31,
2017
$
|
|
September 30,
2017
$
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash
|
42,209
|
|
9,141
|
Prepaid expense
|
-
|
|
52,500
|
|
|
|
|
Total assets
|
42,209
|
|
61,641
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
413,612
|
|
412,463
|
Due to related parties
|
464,913
|
|
218,246
|
Convertible notes payable, net of unamortized discount of $30,689 and $13,063, respectively
|
808,154
|
|
696,937
|
|
|
|
|
Total liabilities
|
1,686,679
|
|
1,327,646
|
|
|
|
|
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
Common Stock
Authorized: 500,000,000 common shares with a par value of $0.001 per share
|
|
|
|
Issued and outstanding: 78,778,696 and 58,500,000 common shares, respectively
|
78,779
|
|
58,500
|
|
|
|
|
Additional paid-in capital
|
32,011,970
|
|
29,892,737
|
|
|
|
|
Deficit
|
(33,735,219)
|
|
(31,217,242)
|
|
|
|
|
Total stockholders’ deficit
|
(1,644,470)
|
|
(1,266,005)
|
|
|
|
|
Total liabilities and stockholders’ deficit
|
42,209
|
|
61,641
|
(The accompanying notes are an integral part of these condensed consolidated financial statements)
F-2
OROPLATA RESOURCES, INC.
Condensed Consolidated Statements of Operations
(unaudited)
|
For the three months ended
December 31,
2017
$
|
|
For the three months ended
December 31,
2016
$
|
|
|
|
|
Revenues
|
–
|
|
–
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
Exploration costs
|
3,130
|
|
600,000
|
General and administrative
|
2,490,698
|
|
160,378
|
|
|
|
|
Net loss before other expenses
|
(2,493,828)
|
|
(760,378)
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
Gain on forgiveness of debt
|
–
|
|
25,000
|
Interest expense
|
(24,149)
|
|
(76,086)
|
|
|
|
|
Total other income (expense)
|
(24,149)
|
|
(51,086)
|
|
|
|
|
Net loss
|
(2,517,977)
|
|
(811,464)
|
Net loss per share, basic and diluted
|
(0.04)
|
|
(0.01)
|
Weighted average shares outstanding
|
58,972,240
|
|
57,984,769
|
|
|
|
|
(The accompanying notes are an integral part of these condensed consolidated financial statements)
F-3
OROPLATA RESOURCES, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
For the
three months ended
December 31,
2017
$
|
|
For the
three months ended
December 31,
2016
$
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
Net loss
|
(2,517,977)
|
|
(811,464)
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
Accretion expense
|
4,419
|
|
68,354
|
Fair value of share purchase warrants issued
|
101,310
|
|
–
|
Gain on forgiveness of debt
|
–
|
|
(25,000)
|
Shares issued for mineral property exploration costs
|
–
|
|
600,000
|
Shares issued for services
|
1,970,000
|
|
–
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Prepaid expenses
|
52,500
|
|
(2,000)
|
Accounts payable and accrued liabilities
|
1,149
|
|
70,638
|
Due to related parties
|
246,667
|
|
15,000
|
|
|
|
|
Net Cash Used In Operating Activities
|
(141,932)
|
|
(84,472)
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
Proceeds from issuance of notes payable
|
175,000
|
|
–
|
|
|
|
|
Net Cash Provided By Financing Activities
|
175,000
|
|
–
|
|
|
|
|
Change in Cash
|
33,068
|
|
(84,472)
|
|
|
|
|
Cash – Beginning of Period
|
9,141
|
|
90,040
|
|
|
|
|
Cash – End of Period
|
42,209
|
|
5,568
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
Discount due to beneficial conversion feature on note payable
|
4,545
|
|
–
|
Issuance of shares for conversion of note payable
|
63,657
|
|
–
|
|
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
Interest paid
|
–
|
|
–
|
Income tax paid
|
–
|
|
–
|
|
|
|
|
(The accompanying notes are an integral part of these condensed consolidated financial statements)
F-4
OROPLATA RESOURCES, INC.
Notes to the condensed Consolidated Financial Statements
For the period ended December 31, 2017
(unaudited)
1. Organization and Nature of Operations
The accompanying unaudited consolidated financial statements of Oroplata Resources, Inc. and its subsidiary (“Oroplata” or the “Company”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended September 30, 2017, included in our Annual Report on Form 10-K for the year ended September 30, 2017.
The Company was incorporated under the laws of the state of Nevada on October 6, 2011 for the purpose of acquiring and developing mineral properties. The Company has a wholly-owned subsdiary called Oroplata Exploraciones E Ingenieria SRL, which was incorporated in the Dominican Republic on January 10, 2012. On July 26, 2016, the Company incorporated Lithortech Resources Inc., a Nevada company, as a wholly-owned subsidiary. The Company currently holds mineral rights in the Dominican Republic and in the Western Nevada Basin of Nye County in the state of Nevada.
Going Concern
These unaudited consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2017, the Company has not earned revenue, has a working capital deficit of $1,644,470, and an accumulated deficit of $33,735,219. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. If the Company is able to obtain financing, there is no certainty that terms will be favorable to the Company. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is September 30.
(b) Principles of Consolidation
These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Oroplata Exploraciones E Ingenieria SRL and Lithortech Resources Inc. All inter-company accounts and transactions have been eliminated on consolidation.
3. Mineral Property
On June 15, 2016, the Company acquired the mineral rights to 500 lithium claims, with an option to purchase an additional 600 lithium claims, situated in the Railroad Valley in the Western Nevada Basin of Nye County, Nevada in exchange for $277,500.
Of the $277,500 payable, $100,000 was due upon signing of the agreement and could be paid within 10 days, $100,000 was due after confirmation of the claims being free from all liens, encumbrances, and mortgages (within 30 days of signing the agreement), and $77,500 upon registration with the BLM for the claims that are due (to be completed on or before July 31, 2016).
F-5
OROPLATA RESOURCES, INC.
Notes to the condensed Consolidated Financial Statements
For the period ended December 31, 2017
(unaudited)
3. Mineral Property
(continued)
The entire amount of $277,500 was advanced by various individuals and is recorded in accounts payable and accrued liabilities. Due to late payment of the purchase price, the Company agreed to issue 636,943 restricted shares of common stock. In November 2016, a settlement agreement related to the purchase of the Nye County properties was reached, in which, the parties settled on payment of $252,500, the return of the previously issued 636,943 restricted shares of common stock and the issuance of 2,000,000 unrestricted shares of common stock. The $25,000 reduction in the required payment was recorded as a gain on extinguishment of debt on the statement of operations.
The total consideration given for the mineral rights was $1,231,848 which includes the $200,000 payment ($77,500 was recorded as exploration expense) and the 636,943 shares of common stock valued at $1,031,848. The total amount of $1,231,848 was impaired and recorded as an impairment loss during the year ended September 30, 2016.
4. Convertible Notes Payable
(a)
On July 18, 2016, the Company entered into a convertible note agreement, as amended, with a non-related party for proceeds of $75,000. The terms of the convertible note became effective on February 15, 2017. The amount owing is secured, bears interest at 10%, is convertible into common shares of the Company at $0.24 per share, and is due on February 18, 2017. In September 2017, the conversion price was amended to $0.115 per share and the due date extended to December 31, 2017. On December 11, 2017, the due date was extended to December 11, 2018. The initial amortized discount was $9,375 and as at December 31, 2017, the carrying value of the note payable is $75,000 (September 30, 2017 - $75,000), and accrued interest of $6,575 (September 30, 2017 - $4,685) has been recorded in accounts payable and accrued liabilities.
(b)
On July 18, 2016, the Company entered into a loan agreement with a non-related party for proceeds of $121,000. The amount owing is unsecured, bears interest at 10% per annum, and is due on April 18, 2017, and is convertible into common shares of the Company at $0.50 per share. On January 31, 2017, the due date was extended to December 31, 2017. In September 2017, the conversion feature on the note payable was adjusted $0.115 per share. On December 11, 2017, the due date was extended to December 11, 2018. During the period ended December 31, 2017, the Company issued 578,696 common shares for the conversion of $63,657 of note payable. As at December 31, 2017, the carrying value of the note payable is $57,343 (September 30, 2017 - $121,000), and accrued interest of $17,961 (September 30, 2017 - $15,382) has been recorded in accounts payable and accrued liabilities.
As an incentive for the loan, the Company issued 121,000 cashless warrants to the note holder as a bonus incentive, which has an exercise price of $0.50 per warrant until July 18, 2021. The fair value of the cashless warrants was $229,069, and was calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 239%, and risk-free rate of 1%.
(c)
On September 28, 2016, the Company entered into a loan agreement with a non-related party for proceeds up to $550,000. On September 30, 2016, the Company received proceeds of $110,000, net of issuance fees of $10,000. The amount owing is unsecured, bears interest at 10% per annum, and is due on September 30, 2017, and is convertible into common shares of the Company at $0.10 per share. In September 2017, the conversion price was amended to $0.115 per share and the due date extended to December 31, 2017. On December 11, 2017, the due date was extended to December 11, 2018. As at December 31, 2017, the carrying value of the note payable is $110,000 (September 30, 2017 - $110,000), and accrued interest of $13,773 (September 30, 2017 - $11,000) has been recorded in accounts payable and accrued liabilities.
As an incentive for the loan, the Company issued 121,000 cashless warrants to the note holder as a bonus incentive, which has an exercise price of $0.50 per warrant until September 30, 2021. The fair value of the cashless warrants was $65,990, and was calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 233%, and risk-free rate of 1%.
F-6
OROPLATA RESOURCES, INC.
Notes to the condensed Consolidated Financial Statements
For the period ended December 31, 2017
(unaudited)
4. Convertible Notes Payable
(continued)
(d)
On February 16, 2017, the Company entered into a loan agreement with a non-related party for proceeds up to $250,000. On February 16, 2017, the Company received proceeds of $32,428, net of issuance fees of $2,948. On February 24, 2017, the Company received proceeds of $77,000, net of issuance fees of $7,000. On April 17, 2017, the Company received proceeds of $13,750, net of issuance fees of $1,250. On April 26, 2017, the Company received proceeds of $88,000, net of issuance fees of $8,000. On June 13, 2017, the Company received proceeds of $38,822 net of issuance fees of $3,882. The aggregate principal amount owed of $250,000 is secured, bears interest at 10%, is due one year after the date of funding for each tranche, and is convertible into common shares of the Company at $0.10 per share. In September 2017, the conversion price was amended to $0.115 per share. On December 11, 2017, the due date for all tranches was extended to December 11, 2018. As at December 31, 2017, the carrying value of the note payable is $250,000 (September 30, 2017 - $250,000), and accrued interest of $18,537 (September 30, 2017 - $12,236) has been recorded in accounts payable and accrued liabilities.
(e)
On July 25, 2017, the Company entered into a loan agreement with a non-related party for proceeds up to $550,000. On July 25, 2017 the Company received proceeds of $44,000, net of issuance fees of $4,000. On August 17, 2017, the Company received proceeds of $110,000, net of issuance fees of $10,000. The aggregate principal amount owed of $154,000 is secured, bears interest at 10%, is due one year after the date of funding for each tranche, and is convertible into common shares of the Company at $0.115 per share. On October 23, 2017, the Company received proceeds of $82,500, net of issuance costs of $7,500. On December 1, 2017, the Company received proceeds of $55,000, net of issuance costs of $5,000. On December 11, 2017, the due date was extended to December 11, 2018. On December 15, 2017, the Company received proceeds of $55,000, net of issuance costs of $5,000. As at September 30, 2017, the carrying value of the note payable is $315,811 (2016 - $140,937), the unamortized discount on the note is $30,689 (September 30, 2017 - $13,063), and accrued interest of $8,694 (September 30, 2017 - $2,507) has been recorded in accounts payable and accrued liabilities.
5. Related Party Transactions
(a)
As at December 31, 2017, the Company owes $120,146 (September 30, 2017 - $120,146) to the former Chief Executive Officer and Director of the Company for advances to the Company to fund day-to-day operations. The amounts owing are unsecured, non-interest bearing, and due on demand.
(b)
As at December 31, 2017, the Company owes $85,500 (September 30, 2017 - $85,500) to the former Chief Executive Officer and Director of the Company for advances to the Company to fund day-to-day operations and accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand. During the period ended December 31, 2017, the Company accrued $nil (2016 - $30,000) of management fees and paid $nil (2016 - $7,500) to the former Chief Executive Officer of the Company.
(c)
As at December 31, 2017, the Company owes $85,000 (September 30, 2017 - $12,500) to directors of the Company for accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand. During the period ended December 31, 2017, the Company recorded management fees of $75,000 (2016 - $nil) and repaid $2,500 (2016 - $7,500) to the directors of the Company.
(d)
As at December 31, 2017, the Company owes $174,267 (September 30, 2017 - $100) to the Chief Executive Officer of the Company for management and consulting fees. The amounts owing are unsecured, non-interest bearing, and due on demand.
6. Common Shares
The Company’s authorized common stock consists of 500,000,000 shares of common stock, with par value of $0.001.
(a)
On December 29, 2017, the Company issued 19,700,000 common shares with a fair value of $1,970,000 for services, including 10,000,000 common shares to the Chief Executive Officer of the Company, and 4,000,000 common shares to directors of the Company. In addition, the Company also issued 1,000,000 common shares to the Chief Executive Officer of the Company to replace the common shares that were previously issued in error and cancelled on December 18, 2017.
(b)
On December 18, 2017, the Company cancelled 1,000,000 common shares issued to the Chief Executive Officer of the Company which was previously issued in error.
F-7
OROPLATA RESOURCES, INC.
Notes to the condensed Consolidated Financial Statements
For the period ended December 31, 2017
(unaudited)
6. Common Shares
(continued)
(c)
On December 5, 2017, the Company issued 578,696 common shares with a fair value of $63,657 as part of a conversion of convertible notes payable at $0.11 per share.
(d)
On July 31, 2017, the Company issued 500,000 common shares with a fair value of $65,000 for professional services.
(e)
On February 24, 2017, the Company received 636,943 common shares which were cancelled and returned to treasury.
(f)
On February 23, 2017, the Company issued 300,000 common shares with a fair value of $75,000 for legal services.
(g)
On February 16, 2017, the Company issued 500,000 common shares with a fair value of $130,000 for services.
(h)
On February 16, 2017, the Company received 2,000,000 common shares which were cancelled and returned to treasury.
(i)
On February 8, 2017, the Company issued 400,000 shares of common stock with a fair value of $96,000 to settle outstanding accounts payable of $60,000 resulting in a $36,000 loss on settlement of debt.
(j)
On January 31, 2017, the Company issued 300,000 shares of common stock with a fair value of $87,000 for consulting services.
(k)
On November 8, 2016, the Company issued 2,000,000 shares of common stock with a fair value of $600,000. The shares were issued as part of a settlement agreement related to the purchase of the Nye County properties, in which, the parties settled on payment of $252,000 and the return of the previously issued 636,943 shares of common stock. Refer to Note 3.
7. Share Purchase Warrants
In December 2017, the Company granted 1,000,000 share purchase warrants to a consultant of the Company for professional services. The warrants are exercisable into common shares at $0.10 per share for a period of five years. The fair value of the share purchase warrants was $101,310 calculated using the Black-Scholes Option Pricing Model assuming volatility of 154%, risk-free rate of 1.0%, expected life of 5 years, and no expected dividends.
|
Number of
warrants
|
|
Weighted average exercise price
$
|
Balance, September 30, 2017
|
2,742,000
|
|
0.07
|
Issued
|
1,000,000
|
|
0.10
|
|
|
|
|
Balance, December 31, 2017
|
3,742,000
|
|
0.08
|
Additional information regarding cashless warrants as of December 31, 2017, is as follows:
|
Outstanding and exercisable
|
Range of
Exercise Prices
$
|
Number of
Warrants
|
Weighted Average
Remaining
Contractual Life
(years)
|
0.001
|
2,000,000
|
4.3
|
0.10
|
1,000,000
|
4.9
|
0.15
|
500,000
|
4.3
|
0.50
|
242,000
|
3.7
|
|
3,742,000
|
|
F-8
OROPLATA RESOURCES, INC.
Notes to the condensed Consolidated Financial Statements
For the period ended December 31, 2017
(unaudited)
8. Commitments
On December 28, 2017, the Company entered into management and consulting agreements as follows:
Chief Executive Officer and Director of the Company for a three year term with monthly management fees of $20,833 retroactive to August 7, 2017 in addition to 1,000,000 common shares issuable on August 7, 2018 and 2019;
Director of the Company for a three year term with monthly management fees of $5,000 retroactive to January 1, 2017 in addition to 1,000,000 common shares issuable on January 1, 2018 and 2019; and
Director of the Company for a three year term with monthly management fees of $5,000 retroactive to October 1, 2017 in addition to 1,000,000 common shares issuable on October 1, 2018 and 2019.
9. Subsequent Events
(a)
On February 9, 2018, the Company received proceeds of $51,000, net of issuance costs of $5,100 from a convertible note payable as part of the July 25, 2017 convertible note agreement.
F-9
OROPLATA RESOURCES, INC.
Financial Statements
For the Years Ended September 30, 2017 and 2016
Report of Independent Registered Public Accounting Firm
|
F-11
|
Consolidated Balance Sheets
|
F-12
|
Consolidated Statements of Operations
|
F-13
|
Consolidated Statement of Stockholders’ Deficit
|
F-14
|
Consolidated Statements of Cash Flows
|
F-15
|
Notes to the Consolidated Financial Statements
|
F-16
|
F-10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders of Oroplata Resources, Inc.
We have audited the accompanying consolidated balance sheets of Oroplata Resources, Inc. (the Company) as of September 30, 2017 and 2016 (restated), and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Oroplata Resources, Inc. as of September 30, 2017 and 2016 (restated), and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has negative working capital and has not generated revenues to cover operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Pinnacle Accountancy Group of Utah
Pinnacle Accountancy Group of Utah
Farmington, Utah
January 16, 2018
F-11
OROPLATA RESOURCES, INC.
Consolidated Balance Sheets
|
September 30,
2017
$
|
|
September 30,
2016
$
|
|
|
|
(Restated)
|
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash
|
9,141
|
|
90,040
|
Prepaid expense
|
52,500
|
|
-
|
|
|
|
|
Total current assets
|
61,641
|
|
90,040
|
|
|
|
|
Total assets
|
61,641
|
|
90,040
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
412,463
|
|
423,208
|
Due to related parties
|
218,246
|
|
178,146
|
Notes payable, net of unamortized discount of $13,063 and $198,321, respectively
|
696,937
|
|
32,679
|
|
|
|
|
Total current liabilities
|
1,327,646
|
|
634,033
|
|
|
|
|
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
Common Stock
Authorized: 500,000,000 common shares with a par value of $0.001 per share
|
|
|
|
Issued and outstanding: 58,500,000 and 57,136,934 common shares, respectively
|
58,500
|
|
57,137
|
|
|
|
|
Additional paid-in capital
|
29,892,737
|
|
27,925,770
|
|
|
|
|
Deficit
|
(31,217,242)
|
|
(28,526,900)
|
|
|
|
|
Total stockholders’ deficit
|
(1,266,005)
|
|
(543,993)
|
|
|
|
|
Total liabilities and stockholders’ equity (deficit)
|
61,641
|
|
90,040
|
(The accompanying notes are an integral part of these consolidated financial statements)
F-12
OROPLATA RESOURCES, INC.
Consolidated Statements of Operations
|
For the year ended September 30,
2017
$
|
|
For the year ended September 30,
2016
$
|
|
|
|
(Restated)
|
Expenses
|
|
|
|
|
|
|
|
Exploration costs
|
640,300
|
|
77,500
|
General and administrative
|
1,558,607
|
|
1,089,583
|
Impairment of mineral property
|
–
|
|
1,231,848
|
|
|
|
|
Net loss before other expenses
|
(2,198,907)
|
|
(2,398,931)
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
Accretion and interest expense
|
(497,269)
|
|
(37,249)
|
Gain on forgiveness of debt
|
41,834
|
|
|
Loss on settlement of debt
|
(36,000)
|
|
–
|
Other expense
|
–
|
|
(25,920,000)
|
|
|
|
|
Total other expenses
|
(491,435)
|
|
(25,957,249)
|
|
|
|
|
Net loss
|
(2,690,342)
|
|
(28,356,180)
|
Net loss per share, basic and diluted
|
(0.05)
|
|
(0.66)
|
Weighted average shares outstanding
|
58,337,070
|
|
43,239,306
|
|
|
|
|
(The accompanying notes are an integral part of these consolidated financial statements)
F-13
OROPLATA RESOURCES, INC.
Consolidated Statement of Stockholders’ Deficit
|
Common Shares
|
Additional Paid-In Capital
$
|
Deficit
$
|
Total
$
|
|
Number
|
Amount
$
|
|
|
|
|
|
|
Balance, September 30, 2015
|
40,000,000
|
40,000
|
40,000
|
(170,720)
|
(90,720)
|
|
|
|
|
|
|
Shares issued to acquire mineral property
|
636,943
|
637
|
1,031,211
|
–
|
1,031,848
|
|
|
|
|
|
|
Shares issued for other expenses
|
16,000,000
|
16,000
|
25,904,000
|
–
|
25,920,000
|
|
|
|
|
|
|
Shares issued for services
|
500,000
|
500
|
424,500
|
–
|
425,000
|
|
|
|
|
|
|
Fair value of share purchase warrants
|
–
|
–
|
295,059
|
–
|
295,059
|
|
|
|
|
|
|
Fair value of beneficial conversion feature
|
–
|
–
|
231,000
|
–
|
231,000
|
|
|
|
|
|
|
Net loss for the year
|
–
|
–
|
–
|
(28,356,180)
|
(28,356,180)
|
|
|
|
|
|
|
Balance, September 30, 2016 (Restated)
|
57,136,943
|
57,137
|
27,925,770
|
(28,526,900)
|
(543,993)
|
|
|
|
|
|
|
Shares issued for settlement agreement
|
2,000,000
|
2,000
|
598,000
|
–
|
600,000
|
|
|
|
|
|
|
Shares issued for accounts payable
|
400,000
|
400
|
95,600
|
–
|
96,000
|
|
|
|
|
|
|
Shares issued for services
|
1,600,000
|
1,600
|
355,400
|
–
|
357,000
|
|
|
|
|
|
|
Share cancellation
|
(2,636,943)
|
(2,637)
|
2,637
|
–
|
–
|
|
|
|
|
|
|
Fair value of share purchase warrants
|
–
|
–
|
652,977
|
–
|
652,977
|
|
|
|
|
|
|
Fair value of beneficial conversion feature
|
–
|
–
|
262,353
|
–
|
262,353
|
|
|
|
|
|
|
Net loss for the year
|
–
|
–
|
–
|
(2,690,342)
|
(2,690,342)
|
|
|
|
|
|
|
Balance, September 30, 2017
|
58,500,000
|
58,500
|
29,892,737
|
(31,217,242)
|
(1,266,005)
|
(The accompanying notes are an integral part of these consolidated financial statements)
F-14
OROPLATA RESOURCES, INC.
Consolidated Statements of Cash Flows
|
Year ended
September 30, 2017
$
|
|
Year ended
September 30, 2016
$
|
|
|
|
(Restated)
|
Operating Activities
|
|
|
|
Net loss
|
(2,690,342)
|
|
(28,356,180)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
Accretion expense
|
447,611
|
|
32,679
|
Fair value of share purchase warrants issued
|
652,977
|
|
295,059
|
Impairment loss on mineral property
|
–
|
|
1,231,848
|
Shares issued for other expenses
|
|
|
25,920,000
|
Convertible note issued for commitment fee
|
75,000
|
|
–
|
Gain of forgiveness of debt
|
(41,834)
|
|
–
|
Loss on settlement of debt
|
36,000
|
|
–
|
Shares issued for settlement agreement
|
600,000
|
|
–
|
Shares issued for services
|
357,000
|
|
425,000
|
Changes in operating assets and liabilities:
|
|
|
|
Prepaid expenses
|
(52,500)
|
|
1,000
|
Accounts payable and accrued liabilities
|
91,089
|
|
203,192
|
Due to related parties
|
40,100
|
|
48,000
|
Net Cash Used In Operating Activities
|
(484,899)
|
|
(199,402)
|
Investing Activities
|
–
|
|
–
|
Net Cash Used In Investing Activities
|
–
|
|
–
|
Financing Activities
|
|
|
|
Advances from related parties
|
–
|
|
48,496
|
Proceeds from issuance of convertible debentures
|
404,000
|
|
–
|
Proceeds from issuance of notes payable
|
–
|
|
231,000
|
Net Cash Provided By Financing Activities
|
404,000
|
|
279,496
|
Increase (Decrease) in Cash
|
(80,899)
|
|
80,094
|
Cash – Beginning of Period
|
90,040
|
|
9,946
|
Cash – End of Period
|
9,141
|
|
90,040
|
Non-cash investing and financing activities:
|
|
|
|
Shares issued for acquisition of mineral properties
|
-
|
|
1,031,848
|
Shares issued for other expenses
|
–
|
|
25,920,000
|
Mineral property acquisition costs in accounts payable
|
-
|
|
200,000
|
Original issue discount on convertible debentures
|
37,080
|
|
–
|
Shares issued to settle accounts payable
|
60,000
|
|
–
|
Discount on convertible debenture
|
13,063
|
|
198,321
|
Supplemental Disclosures
|
|
|
|
Interest paid
|
–
|
|
–
|
Income tax paid
|
–
|
|
–
|
(The accompanying notes are an integral part of these consolidated financial statements)
F-15
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
1. Organization and Nature of Operations
Oroplata Resources Inc. (the “Company”) was incorporated under the laws of the state of Nevada on October 6, 2011 for the purpose of acquiring and developing mineral properties. The Company has a wholly-owned subsdiary called Oroplata Exploraciones E Ingenieria SRL, which was incorporated in the Dominican Republic on January 10, 2012. On July 26, 2016, the Company incorporated Lithortech Resources Inc., a Nevada company, as a wholly-owned subsidiary. The Company currently holds mineral rights in the Dominican Republic and in the Western Nevada Basin of Nye County in the state of Nevada.
Going Concern
These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at September 30, 2017, the Company has not earned revenue, has negative cash flows from operations, has a working capital deficit of $1,266,005 and an accumulated deficit of $31,217,242. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. If the Company is able to obtain financing, there is no certainty that terms will be favorable to the Company. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Summary of Significant Accounting Policies
(a)
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is September 30.
(b)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2017 and 2016, there were no cash equivalents.
(c)
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, recoverability of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
(d)
Long-Lived Assets
Long-lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with Accounting Standards Codification topic 360 “Property, Plant, and Equipment”. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
F-16
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
2. Summary of Significant Accounting Policies
(continued)
(d)
Long-Lived Assets (continued)
Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. Asset Retirement Obligations
The Company follows the provisions of ASC 410,
Asset Retirement and Environmental Obligations
, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or
other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.
(e)
Loss per Share
The Company computes net income (loss) per share in accordance with ASC 260,
Earnings per Share
. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At September 30, 2017, the Company has 9,196,545 (2016 – 1,584,000) potentially dilutive shares.
(f)
Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars. Foreign currency transactions are translated to United States dollars in accordance with ASC 830,
Foreign Currency Translation Matters
, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
(g)
Comprehensive Loss
ASC 220,
Comprehensive Income
, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2017 and 2015, the Company has no items representing comprehensive income or loss.
(h)
Revenue Recognition
Revenue from the sale of minerals will be recognized when a contract is in place and minerals are delivered to the customer.
(i)
Financial Instruments
Pursuant to ASC 820,
Fair Value Measurements and Disclosures
, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
F-17
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
2. Summary of Significant Accounting Policies
(continued)
(i)
Financial Instruments (continued)
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
(j)
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740,
Accounting for Income Taxes
. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Due to the Company’s net loss position from inception on October 6, 2011 to September 30, 2017, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at September 30, 2017.
(k)
Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718,
Compensation – Stock Compensation
using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. As at September 30, 2017 and 2016, the Company did not grant any stock options.
(l)
Mineral Property Costs
Mineral property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable reserves are established. The Company assesses the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
F-18
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
2. Summary of Significant Accounting Policies
(continued)
(m)
Advertising and Marketing Costs
The Company expenses advertising and marketing development costs as incurred.
(n)
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3. Mineral Property
(a)
The Company has acquired the mineral rights to the Mogollon claim located in the Province of San Juan near the villages of Solorin and El Toro in the Dominican Republic for $10,000 which included the cost of a geological report.
(b)
On June 15, 2016, the Company acquired the mineral rights to 500 lithium claims, with an option to purchase an additional 600 lithium claims, situated in the Railroad Valley in the Western Nevada Basin of Nye County, Nevada in exchange for $277,500.
Of the $277,500 payable, $100,000 was due immediately upon signing of the agreement and could be paid within 10 days, $100,000 was due after confirmation of the claims being free from all liens, encumbrances, and mortgages (within 30 days of signing the agreement), and $77,500 upon registration with the BLM for the claims that are due (to be completed on or before July 31, 2016).
The entire amount of $277,500 was advanced by various individuals and is recorded in accounts payable and accrued liabilities on the balance sheet. Due to payments being late and not paid on-time per the agreement, the Company agreed to issue 636,943 restricted shares of common stock. In November 2016, a settlement agreement related to the purchase of the Nye County properties was reached, in which, the parties settled on payment of $252,500, the return of the previously issued 636,943 restricted shares of common stock and the issuance of 2,000,000 unrestricted shares of common stock. The $25,000 reduction in the required payment was recorded as a gain on extinguishment of debt on the statement of operations.
The total consideration given for the mineral rights was $1,231,848 which includes the $200,000 payment ($77,500 was recorded as exploration expense) and the 636,943 shares of common stock valued at $1,031,848. The total amount of $1,231,848 was impaired and recorded as an impairment loss during the year ended September 30, 2016.
4. Convertible Notes Payable
(a)
On July 18, 2016, the Company entered into a convertible note agreement, as amended, with a non-related party for proceeds of $75,000. The terms of the convertible note became effective on February 15, 2017. The amount owing is secured, bears interest at 10%, is convertible into common shares of the Company at $0.24 per share, and is due on February 18, 2017. In September 2017, the conversion price was amended to $0.11 per share and the due date extended to December 31, 2017. The initial amortized discount was $9,375 and as at September 30, 2017, the carrying value of the note payable is $75,000 (September 30, 2016 - $nil), the unamortized discount on the note is $nil (September 30, 2016 - $nil), and accrued interest of $4,685 (September 30, 2016 - $nil) has been recorded in accounts payable and accrued liabilities.
(b)
On July 18, 2016, the Company entered into a loan agreement, as amended, with a non-related party for proceeds of $121,000. The amount owing is secured, bears interest at 10%, is convertible into common shares of the Company at $0.50 per share, and is due on April 18, 2017. On January 31, 2017, the due date was extended to December 31, 2017. During the year ended September 30, 2016, the Company recorded a beneficial conversion feature of $121,000. In September 2017, the conversion price was amended to $0.11 per share. As at September 30, 2017, the carrying value of the note payable is $121,000 (2016 - $32,679), the unamortized discount on the note is $nil (2016 - $88,321), and accrued interest of $15,382 (2016 - $3,282) has been recorded in accounts payable and accrued liabilities.
F-19
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
4. Convertible Notes Payable (continued)
As an incentive for the loan, the Company issued 121,000 cashless warrants to the note holder as a bonus incentive, which has an exercise price of $0.50 per warrant until July 18, 2021. The fair value of the cashless warrants was $229,069, and was calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 239%, and risk-free rate of 1%.
(c)
On September 28, 2016, the Company entered into a loan agreement, as amended with a non-related party for proceeds up to $550,000. On September 30, 2016, the Company received proceeds of $110,000, net of issuance fees of $10,000. The amount owing is secured, bears interest at 10%, and is due on September 30, 2017, and is convertible into common shares of the Company at $0.10 per share. During the year ended September 30, 2016, the Company recorded a beneficial conversion feature of $110,000. In September 2017, the conversion price was amended to $0.11 per share and the due date extended to December 31, 2017. As at September 30, 2017, the carrying value of the note payable is $110,000 (2016 - $nil), the unamortized discount on the note is $nil (2016 - $110,000), and accrued interest of $11,000 (2016 - $nil) has been recorded in accounts payable and accrued liabilities.
As an incentive for the loan, the Company issued 121,000 cashless warrants to the note holder as a bonus incentive, which has an exercise price of $0.50 per warrant until September 30, 2021. The fair value of the cashless warrants was $65,990, and was calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 233%, and risk-free rate of 1%.
(d)
On February 16, 2017, the Company entered into a loan agreement with a non-related party for proceeds up to $250,000. On February 16, 2017, the Company received proceeds of $32,428, net of issuance fees of $2,948. On February 24, 2017, the Company received proceeds of $77,000, net of issuance fees of $7,000. On April 17, 2017, the Company received proceeds of $13,750, net of issuance fees of $1,250. On April 26, 2017, the Company received proceeds of $88,000, net of issuance fees of $8,000. On June 13, 2017, the Company received proceeds of $38,822 net of issuance fees of $3,882. The aggregate principal amount owed of $250,000 is secured, bears interest at 10%, is due one year after the date of funding for each tranche, and is convertible into common shares of the Company at $0.10 per share. In September 2017, the conversion price was amended to $0.11 per share. During the year ended September 30, 2017, the Company recorded a beneficial conversion feature of $262,353. As at September 30, 2017, the carrying value of the note payable is $250,000 (2016 - $nil), the unamortized discount on the note is $nil (2016 - $nil), and accrued interest of $12,236 (2016 - $nil) has been recorded in accounts payable and accrued liabilities.
(e)
On July 25, 2017, the Company entered into a loan agreement with a non-related party for proceeds up to $550,000. On July 25, 2017 the Company received proceeds of $44,000, net of issuance fees of $4,000. On August 17, 2017, the Company received proceeds of $110,000, net of issuance fees of $10,000. The aggregate principal amount owed of $154,000 is secured, bears interest at 10%, is due one year after the date of funding for each tranche, and is convertible into common shares of the Company at $0.10 per share. During the year ended September 30, 2017, the Company recorded a beneficial conversion feature of $16,000. As at September 30, 2017, the carrying value of the note payable is $140,937 (2016 - $nil), the unamortized discount on the note is $13,063 (2016 - $nil), and accrued interest of $2,507(2016 - $nil) has been recorded in accounts payable and accrued liabilities.
5. Related Party Transactions
(a)
As of September 30, 2017, the Company owes $120,146 (2016 - $120,146) to the former Chief Executive Officer and Director of the Company for advances to the Company to fund day-to-day operations. The amounts owing are unsecured, non-interest bearing, and due on demand.
(b)
As of September 30, 2017, the Company owes $85,500 (2016 - $33,000) to the former Chief Executive Officer and Director of the Company for advances to the Company to fund day-to-day operations and accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand. During the year ended September 30, 2017, the Company accrued $60,000 (2016 - $30,000) of management fees, received advances of $nil (2016 - $10,000), and repaid $7,500 (2016 - $7,000) to the former Chief Executive Officer of the Company.
F-20
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
5. Related Party Transactions (continued)
(c)
As of September 30, 2017, the Company owes $12,500 (2016 - $25,000) to directors of the Company for accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand. During the year ended September 30, 2017, the Company recorded management fees of $nil and repaid $12,500 to the directors of the Company.
(d) As of September 30, 2017, the Company owes $100 (2016 - $nil) to the Secretary and director of the Company for cash advance for the Company’s new bank account. The amounts owing are unsecured, non-interest bearing, and due on demand.
6. Common Shares
Authorized: 500,000,000 shares of common stock, with par value of $0.001.
Year Ended September 30, 2016
(a)
On May 31, 2016, the former Chief Executive Officer and Director of the Company sold 210,000,000 common shares of the Company to the Chief Executive Officer and Director of the Company for proceeds of $25,000 in a private sale. The transaction has no impact on the issued and outstanding common shares of the Company.
(b)
On June 15, 2016, the Company acquired mineral properties in Nye County, Nevada from Plateau Ventures LLC (“Plateau”), a non-related party, in exchange for the issuance of 636,943 common shares of the Company with a fair value of $1,031,848, which is the end of day trading price of the Company’s common shares on the date of the agreement which was the date that the shares became issuable. In addition, the Company issued 16,000,000 common shares with a fair value of $25,920,000 to individuals for no consideration received.
(c)
On August 19, 2016, the Company issued 500,000 common shares with a fair value of $425,000 to a consultant for services. The fair value of the common shares is based on the end of day trading price of the Company’s common shares on the date of issuance.
Year Ended September 30, 2017
(a)
On November 8, 2016, the Company issued 2,000,000 shares of common stock with a fair value of $600,000. The shares were issued as part of a settlement agreement related to the purchase of the Nye County properties, in which, the parties settled on payment of $252,500 and the return of the previously issued 636,943 shares of common stock. Refer to Note 3.
(b)
On January 31, 2017, the Company issued 300,000 shares of common stock with a fair value of $87,000 for consulting services.
(c)
On February 8, 2017, the Company issued 400,000 shares of common stock with a fair value of $96,000 to settle outstanding accounts payable of $60,000 resulting in a $36,000 loss on settlement of debt.
(d)
On February 16, 2017, the Company received 2,000,000 common shares which were cancelled and returned to treasury. Refer to Note 7.
(e)
On February 16, 2017, the Company issued 500,000 common shares with a fair value of $130,000 for services.
(f)
On February 23, 2017, the Company issued 300,000 common shares with a fair value of $75,000 for legal services.
(g)
On February 24, 2017, the Company received 636,943 common shares which were cancelled and returned to treasury. Refer to Note 3.
(h)
On July 31, 2017, the Company issued 500,000 common shares with a fair value of $65,000 for professional services.
F-21
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
7. Share Purchase Warrants
On February 15, 2017, the Company issued 500,000 share purchase warrants as bonus compensation for debt financing with an exercise price of $0.15 per share of common stock for a period of five years. The fair value of the share purchase warrants was $133,295, calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 212%, expected life of 5 years, and a risk-free rate of 1%.
On February 16, 2017, the Company issued 2,000,000 share purchase warrants with an exercise price of $0.001 per share of common stock for a period of five years to replace 2,000,000 shares of common stock which were cancelled and returned to treasury (refer to Note 6). The fair value of the share purchase warrants was $519,682, calculated using the Black-Scholes option pricing model assuming no expected dividends, volatility of 212%, expected life of 5 years, and a risk-free rate of 1% and was recorded as an expense.
|
Number of
cashless warrants
|
|
Weighted average
exercise price
$
|
|
|
|
|
Balance, September 30, 2016
|
242,000
|
|
0.50
|
|
|
|
|
Issued
|
2,500,000
|
|
0.03
|
|
|
|
|
Balance, September 30, 2017
|
2,742,000
|
|
0.07
|
Additional information regarding share purchase warrants as of September 30, 2017, is as follows:
|
Outstanding and exercisable
|
Range of
Exercise Prices
$
|
Number of
Warrants
|
Weighted Average
Remaining
Contractual Life
(years)
|
|
|
|
0.001
|
2,000,000
|
4.6
|
0.15
|
500,000
|
4.6
|
0.50
|
242,000
|
4.0
|
|
2,742,000
|
4.5
|
8. Income Taxes
The Company has $2,588,674 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2032. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 30% to net loss before income taxes. As at September 30, 2017 and 2016, the Company had no uncertain tax positions. The Company’s last three years of tax returns are open for examination by taxing authorities.
|
September 30, 2017
$
|
|
September 30, 2016
$
|
|
|
|
|
Net loss before taxes
|
2,690,342
|
|
28,356,180
|
Statutory rate
|
30%
|
|
30%
|
|
|
|
|
Computed expected tax recovery
|
807,103
|
|
8,506,854
|
Permanent differences and other
|
(340,177)
|
|
(8,221,376)
|
Change in valuation allowance
|
(466,926)
|
|
(285,478)
|
Income tax provision
|
–
|
|
–
|
F-22
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
8. Income Taxes (continued)
The significant components of deferred income tax assets and liabilities as at September 30, 2017 and 2016 after applying enacted corporate income tax rates are as follows:
|
2017
$
|
|
2016
$
|
|
|
|
|
Net operating losses carried forward
|
776,602
|
|
336,694
|
Valuation allowance
|
(776,602)
|
|
(336,694)
|
|
|
|
|
Net deferred tax asset
|
–
|
|
–
|
9. Restatement
The Company has restated its consolidated financial statements as at September 30, 2016 and for the year then ended to reflect adjustments related to notes payable that were not valid obligations of the Company, and issuance of common shares for the acquisition of mineral properties that were not issued for proper consideration. This restatement resulted in an increase to net loss of $25,000 and no change to net loss per share.
The impact of the restatement as at September 30, 2016 and for the year then ended is summarized below:
Consolidated Balance Sheet
|
As at September 30, 2016
|
|
As reported
$
|
Adjustment
$
|
As restated
$
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
95,208
|
328,000
|
423,208
|
|
|
|
|
Total Current Liabilities
|
306,033
|
328,000
|
634,033
|
|
|
|
|
Notes payable
|
303,000
|
(303,000)
|
–
|
|
|
|
|
Total Liabilities
|
609,033
|
25,000
|
634,033
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
Deficit
|
(28,501,900)
|
(25,000)
|
(28,526,900)
|
|
|
|
|
Total Stockholders’ Equity
|
(518,993)
|
(25,000)
|
(543,993)
|
F-23
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
9. Restatement (continued)
Consolidated Statement of Operations
|
Year ended September 30, 2016
|
|
As reported
$
|
Adjustment
$
|
As restated
$
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
Exploration costs
|
152,500
|
(75,000)
|
77,500
|
Impairment of mineral property
|
27,051,848
|
(25,820,000)
|
1,231,848
|
|
|
|
|
Net loss before other expense
|
(28,293,931)
|
25,895,000
|
(2,398,931)
|
|
|
|
|
Other expenses
|
–
|
(25,920,000)
|
(25,920,000)
|
|
|
|
|
Total other income (expense)
|
(37,249)
|
(25,920,000)
|
(25,957,249)
|
|
|
|
|
Net loss for the year
|
(28,331,180)
|
(25,000)
|
(28,356,180)
|
Consolidated Statement of Stockholders’ Equity (Deficit)
|
Year ended September 30, 2016
|
|
As reported
$
|
Adjustment
$
|
As restated
$
|
|
|
|
|
Deficit
|
(28,501,900)
|
(25,000)
|
(28,526,900)
|
F-24
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
9. Restatement (continued)
Consolidated Statement of Cash Flows
|
Year ended September 30, 2016
|
|
As reported
$
|
Adjustment
$
|
As restated
$
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
Net loss for the year
|
(28,331,180)
|
(25,000)
|
(28,356,180)
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
Impairment loss on mineral property
|
27,051,848
|
(25,820,000)
|
1,231,848
|
Shares issued for other expenses
|
–
|
25,920,000
|
25,920,000
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
75,192
|
128,000
|
203,192
|
|
|
|
|
Net Cash Used In Operating Activities
|
(402,402)
|
203,000
|
(199,402)
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
Mineral property acquisition costs
|
(100,000)
|
100,000
|
–
|
|
|
|
|
Net Cash Used in Investing Activities
|
(100,000)
|
100,000
|
–
|
|
|
|
|
Changes in financing activities
|
|
|
|
|
|
|
|
Proceeds from issuance of notes payable
|
534,000
|
(303,000)
|
231,000
|
|
|
|
|
Net Cash Provided by Financing Activities
|
582,496
|
(303,000)
|
279,496
|
F-25
OROPLATA RESOURCES, INC.
Notes to the Consolidated Financial Statements
For the year ended September 30, 2017
10. Subsequent Events
We have evaluated subsequent events through to the date of issuance of the consolidated financial statements, and did not have any material recognizable subsequent events after September 30, 2017 with the exception of the following:
(a)
On December 4, 2017, the Company granted 1,000,000 share purchase warrants to a non-related party for professional services. Each share purchase warrant is exercisable into one common share of the Company at $0.10 per share for a period of one year from the date of issuance.
(b)
On December 5, 2017, the Company issued 578,696 shares of common stock for the conversion of $66,550 of convertible notes payable.
(c)
On December 29, 2017, the Company issued 10,700,000 common shares to consultants of the Company for services rendered. In addition, the Company cancelled and reissued 1,000,000 common shares to the Chief Executive Officer of the Company (“CEO”).
(d)
On December 29, 2017, the Company issued 6,000,000 restricted common shares to directors of the Company for services rendered. In addition, the Company entered into consulting agreements with each director of the Company for $5,000 per month for a period of three years, and an additional issuance of 1,000,000 common shares per director on the first and second anniversary of the consulting agreement.
(e)
On December 29, 2017, the Company issued 4,000,000 common shares to the CEO upon finalization of a formal employment agreement (the “Agreement”). Under the terms of the Agreement, the Company will pay $70,000 as compensation for past services and receive future monthly payments of $20,833 per month. Furthermore, the Company will also issue an additional 1,000,000 common shares on August 7, 2018 and 2019 as long as the CEO is still providing services to the Company.
F-26
PROSPECTUS
OROPLATA RESOURCES INC.
10,000,000 SHARES OF
COMMON STOCK
TO BE SOLD BY THE SELLING STOCKHOLDER
We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein nor the affairs of the Company have not changed since the date hereof.
Until 90 days after the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
THE DATE OF THIS PROSPECTUS IS ______________, 2018
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses will be borne by the Selling Stockholder. All of the amounts shown are estimates, except for the SEC registration fee.
SEC registration fee
|
|
$
|
125
|
Accounting fees and expenses*
|
|
$
|
2,000
|
Legal fees and expenses*
|
|
$
|
20,000
|
Miscellaneous fees and expenses*
|
|
$
|
3,500
|
Total
|
|
$
|
25,625
|
* Estimates.
Item 14. Indemnification of Directors and Officers
Nevada Law
Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
(a)
is not liable pursuant to Nevada Revised Statute 78.138, or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:
(b)
is not liable pursuant to Nevada Revised Statute 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
Section 78.751 of the Nevada Revised Statutes provides that such indemnification may also include payment by the Company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he shall be ultimately found not to be entitled to indemnification under Section 78.751. Indemnification may be provided even though the person to be indemnified is no longer a director, officer, employee or agent of the Company or such other entities.
Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
II-1
Other financial arrangements made by the corporation pursuant to Section 78.752 may include the following:
(a)
the creation of a trust fund;
(b)
the establishment of a program of self-insurance;
(c)
the securing of its obligations of indemnification by granting a security interest or other lien on any assets of the corporation; and
(d)
the establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses of indemnification ordered by a court.
Any discretionary indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes, unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a)
by the stockholders;
(b)
by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c)
if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or
(d)
if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
Subsection 7 of Section 78.138 of the Nevada Revised Statutes provides that, subject to certain very limited statutory exceptions, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 controls even if there is a provision in the corporation’s articles of incorporation unless a provision in the corporation’s articles of incorporation provides for greater individual liability.
Charter Provisions and Other Arrangements
Pursuant to the provisions of Nevada Revised Statutes, we have adopted the following indemnification provisions in our Articles of Incorporation for our directors and officers:
Officers and directors shall have no personal liability to the corporation of its stock holders for damages for breach of fiduciary duty as an officer or director. This provision does not eliminate or limit the liability of an officer or director for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or the payment of distributions in violation of the NRS 78.300.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 15. Recent Sales of Unregistered Securities
2016
In accordance with the terms of the Investment Agreement, on July 18, 2016, we issued to Tangiers a 10% convertible promissory note in the principal amount of $75,000 (the “Commitment Fee Note”), originally due on February 18, 2017, to evidence our commitment to file this registration statement. The Commitment Fee Note is convertible into shares of Common Stock at a price equal to the lowest trading price of our Common Stock during the five (5) consecutive Trading Days (as defined therein) prior to the Effective Date (as defined therein). January 31, 2017, the due date was extended to December 31, 2017. On October 2, 2017 the conversion price was increased to $0.115 per share. On December 11, 2017, the maturity date was extended to December 11, 2018.
II-2
Further in connection with the Investment Agreement and Registration Rights Agreement, on July 18, 2016, we issued to Tangiers an original issue discount (such discount valued at $11,000) 10% fixed convertible promissory note in the principal amount of $121,000 (the “July Note”), originally due on April 18, 2017. The July Note is convertible into shares of Common Stock at a conversion price of $0.50 per share. As an investment incentive for Tangiers to purchase the July Note, on July 18, 2016, we issued to Tangiers a common stock purchase warrant, which allows Tangiers to subscribe for and purchase from the Company, up to 121,000 shares (as subject to adjustment as provided therein) of Common Stock at an exercise price of $0.50 per share for a term of five (5) years from the date of issuance. January 31, 2017, the due date was extended to December 31, 2017. On October 2, 2017 the conversion price for the July Note was reduced to $0.115 per share. On December 11, 2017, the maturity date was extended to December 11, 2018.
On September 28, 2016, we also sold to Tangiers a 10% fixed convertible promissory note for proceeds up to $550,000 (the “September Note”) for initial cash consideration of $100,000 and an initial issue discount of $10,000 retained by Tangiers for due diligence and legal fees related to the purchase of the September Note, resulting in an initial principal due under such Note in the amount of $110,000. The amount owing is secured, bears guaranteed interest at 10%, and was originally due on September 28, 2017, and is convertible into shares of Common Stock at a conversion price of $0.10 per share. January 31, 2017, the due date was extended to December 31, 2017. On October 2, 2017 the conversion price was increased to $0.115 per share. On December 11, 2017, the maturity date was extended to December 11, 2018
As incentive for the September Note, the Company issued a common stock purchase warrant, which allows Tangiers to subscribe for and purchase from the Company, up to 121,000 shares (as subject to adjustment as provided therein) of Common Stock at an exercise price of $0.50 per share for a term of five (5) years from the date of issuance.
2017
On January 31, 2017, the Company issued 300,000 shares to Hayden IR and Stratcon Partners pursuant to a consulting agreement to provide investment relation services.
On February 8, 2017, the Company issued 400,000 shares of Common Shares to Alan D. Gains pursuant to a consulting agreement to provide corporate advisory services to the Company.
On February 15, 2017, in connection with the transactions contemplated herein, we sold to Tangiers a common stock purchase warrant, which allows Tangiers to subscribe for and purchase from the Company, up to 500,000 shares (as subject to adjustment as provided therein) of Common Stock at an exercise price of $0.15 per share for a term of five years from the date of issuance.
On February 16, 2017, as consideration for the surrender and cancellation of 2,000,000 shares of our Common Stock issued and outstanding held by Tangiers, we exchanged and issued a common stock purchase warrant which allows Tangiers to subscribe for and purchase from the Company, up to 2,000,000 shares (as subject to adjustment as provided therein) of Common Stock at an exercise price of $0.001 per share for a term of five years from the date of issuance.
Also on February 16, 2017, we sold to Tangiers a secured 10% fixed convertible promissory note for proceeds up to $250,000 (the “February Note”), for initial cash consideration of $29,480 and an initial issue discount of $2,948 retained by Tangiers for due diligence and legal fees related to the purchase of such note, resulting in an initial principal amount of $32,428 initially due on February 16, 2018, and is convertible into shares of Common Stock at a conversion price of $0.10 per share. On October 2, 2017 the conversion price was increased to $0.115 per share. On December 11, 2017, the maturity date was extended to December 11, 2018
On July 25, 2017, we also sold to Tangiers a secured 10% fixed convertible promissory note for proceeds up to $550,000 (the “July 2017 Note”) for initial cash consideration of $40,000 and an initial issue discount of $4,000 retained by Tangiers for due diligence and legal fees related to the purchase of the September Note, resulting in an initial principal due under the July 2017 Note in the amount of $44,000. The July 2017 Note bears guaranteed interest at 10%, and was initially due on July 25, 2018, and is convertible into shares of Common Stock at a conversion price of $0.10 per share. On October 2, 2017 the conversion price was increased to $0.115 per share. On December 11, 2017, the maturity date was extended to December 11, 2018
.
On December 4, 2017, the Company issued to a consultant a warrant to purchase 1,000,000 shares of the Company’s common stock with an exercise price of $0.10 and an expiration date of December 4, 2022.
On December 29, 2017, the Company issued to consultants or an employee an aggregate of 20,700,000 restricted shares of the Company’s common stock. The breakdown of the preceding amount is as follows: (a) 6,000,000 shares were issued directors of the Company pursuant to consulting agreements, (b) 3,000,000 shares were to the Company’s chief executive officer pursuant to an employment agreement dated December 29, 2017, (c) 1,000,000 shares were issued to the Company’s chief executive officer as for consulting work he provided to the Company in 2016, and (d) the remaining 10,700,000 shares were issued pursuant to consulting agreements in lieu of cash consideration.
II-3
On March 8, 2018, the Company issued 350,000 Common Shares to three consultants pursuant to consulting agreements in lieu of cash consideration. In addition, on March 8, 2018, the Company issued 1,000,000 Common Shares to each of directors Douglas Cole and William Hunter pursuant to their consulting agreements for being directors of the Company.
The foregoing securities were issued under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D under the Securities Act. Each investor represented that it was an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act.
Item 16. Exhibit Index
The following exhibits are included as part of this Registration Statement by reference:
Exhibit
|
Description
|
Filed Herein
|
Incorporated
Date
|
By
Form
|
Reference
Exhibit
|
3.1
|
Articles of Incorporation, as amended
|
|
May 22, 2013
|
S-1
|
3.1
|
3.2
|
Bylaws
|
|
May 22, 2013
|
S-1
|
3.2
|
5.1
|
Opinion of Law Office of Jeffrey Maller, PC
|
X
|
|
|
|
10.1
|
Investment Agreement by and between Oroplata Resources, Inc. and Tangiers Investment Group, LLC dated July 18, 2016
|
|
February 27, 2017
|
8-K
|
10.1
|
10.2
|
Registration Rights Agreement by and between Oroplata Resources, Inc. and Tangiers Investment Group, LLC, dated July 18, 2016
|
|
February 27, 2017
|
8-K
|
10.2
|
10.3
|
Amendment to Investment Agreement and Tangiers Investment Group, LLC dated April 13, 2018
|
X
|
|
|
|
23.1
|
Consent of Pinnacle Accountancy Group, PLLC
|
X
|
|
|
|
23.2
|
Consent of Law Office of Jeffrey Maller, PC (included in Exhibit 5.1)
|
X
|
|
|
|
*
To be filed by amendment
Item 17. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
That, for purposes of determining liability under the Securities Act to any purchaser:
(i)
If the registrant is relying on Rule 430B:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c)
The undersigned registrant hereby undertakes that:
(1)
For the purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) or under the securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities as that time shall be deemed to be the initial bona fide offering thereof.
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