What changed in this filing

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Item 4. Controls and Procedures

2021-11-15 compared with 2021-08-13 · 38 added, 38 removed, 1 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure

Controls and Procedures:

We maintain disclosure controls and procedures

that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and

reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and

that such information is accumulated and communicated to management, including Michael Lavigne, our Principal Accounting Officer, as appropriate,

to allow timely decisions regarding required disclosure.

Management necessarily applied its judgment in assessing the costs and benefits

of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.

Our management, with the participation of our

CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period

covered by this report.

Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective

as of such date as a result of material weaknesses in our internal control over financial reporting due to lack of segregation of duties,

a limited corporate governance structure, and lack of a formal review process that includes multiple levels of review as discussed in

Item 9A of our Form 10-K for the fiscal year ended December 31, 2020.

While we strive to segregate duties as much as

practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff.

We believe that

this is typical in many exploration stage companies.

We may not be able to fully remediate the material weakness until we commence mining

operations at which time we would expect to hire more staff.

We will continue to monitor and assess the costs and benefits of additional

Changes in Internal Control Over Financial

There were no changes in our internal control

over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

LEGAL PROCEEDINGS

There have been no material changes from the risk

factors disclosed in Item 1A.

AND PROCEDURES

Conclusion Regarding

the Effectiveness of Disclosure Controls and Procedures:

We maintain disclosure

controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded,

processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”)

rules and forms, and that such information is accumulated and communicated to management, including Michael Lavigne, our Principal Accounting

Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management necessarily applied its judgment in assessing

the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s

control objectives.

Our management,

with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures

as of the end of the period covered by this report.

Based upon this evaluation, our CEO and CFO concluded that our disclosure controls

and procedures were not effective as of such date as a result of material weaknesses in our internal control over financial reporting

due to lack of segregation of duties, a limited corporate governance structure, and lack of a formal review process that includes multiple

levels of review as discussed in Item 9A of our Form 10-K for the fiscal year ended December 31, 2020.

While we strive

to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional

full time staff.

We believe that this is typical in many exploration stage companies.

We may not be able to fully remediate the material

weakness until we commence mining operations at which time we would expect to hire more staff.

We will continue to monitor and assess

the costs and benefits of additional staffing.

Changes in Internal

Control Over Financial Reporting:

There were no changes

in our internal control over financial reporting that occurred during the last fiscal quarter covered by this report that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been

no material changes from the risk factors disclosed in Item 1A.

of our Annual Report on Form 10-K for the year ended December

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

All sales of unregistered securities were reported

on Form 8-K during the period.

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

All sales of unregistered

securities were reported on Form 8-K during the period.

UPON SENIOR SECURITIES

SAFETY DISCLOSURES

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures