0001062993-18-004960.txt : 20181210 0001062993-18-004960.hdr.sgml : 20181210 20181207190547 ACCESSION NUMBER: 0001062993-18-004960 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20181130 FILED AS OF DATE: 20181210 DATE AS OF CHANGE: 20181207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENTOR RESOURCES INC. CENTRAL INDEX KEY: 0001346917 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 202679777 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-130386 FILM NUMBER: 181224589 BUSINESS ADDRESS: STREET 1: FIRST CANADIAN PLACE, SUITE 7070 STREET 2: 100 KING STREET WEST CITY: TORONTO STATE: A6 ZIP: M5X 1E3 BUSINESS PHONE: 416-366-2221 MAIL ADDRESS: STREET 1: FIRST CANADIAN PLACE, SUITE 7070 STREET 2: 100 KING STREET WEST CITY: TORONTO STATE: A6 ZIP: M5X 1E3 FORMER COMPANY: FORMER CONFORMED NAME: GENTOR RESOURCES, INC. DATE OF NAME CHANGE: 20100518 FORMER COMPANY: FORMER CONFORMED NAME: Gentor Resources, Inc. DATE OF NAME CHANGE: 20051214 6-K 1 form6k.htm FORM 6-K Gentor Resources Inc. - Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2018.

Commission File Number: 333-130386

GENTOR RESOURCES INC.
(Exact Name of Registrant as Specified in Charter)

1 FIRST CANADIAN PLACE, SUITE 7070
100 KING STREET WEST,
TORONTO, ONTARIO, M5X 1E3, CANADA
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F [X]   Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  GENTOR RESOURCES INC.
  (Registrant)
   
Date:   November 30, 2018 By:       /s/ Donat K. Madilo
  Name: Donat K. Madilo
  Title:   Chief Financial Officer


EXHIBIT INDEX

99.1

Interim Consolidated Financial Statements for the period ended September 30, 2018

99.2

Management’s Discussion and Analysis for the third quarter of 2018

99.3

Certification of Chief Executive Officer

99.4

Certification of Chief Financial Officer



EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Gentor Resources Inc. - Exhibit 99.1 - Filed by newsfilecorp.com


 

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

As at and for the three and nine months ended September 30, 2018
(Stated in US dollars)


GENTOR RESOURCES INC.

 

NOTICE TO READER

These interim condensed consolidated financial statements of Gentor Resources Inc. as at and for the three and nine months ended September 30, 2018 have been prepared by management of Gentor Resources Inc. The auditors of Gentor Resources Inc. have not audited or reviewed these interim condensed consolidated financial statements.

2



GENTOR RESOURCES INC.
(An Exploration Stage Company)
INTERIM CONDENSED CONSOLIDATED BALANCE SHEET
(Stated in US dollars and unaudited)

    As at     As at  
    September 30,     December 31,  
    2018       2017  
             
ASSETS            
Current            
     Cash $  41,629   $  66,938  
     Due from related parties (note 6)   156,830     145,325  
     Prepaid and advances   14,529     -  
Total current assets   212,988     212,263  
             
Capital assets (note 4)   -     189  
Assets from discontinued operations (note 7)   5,531     5,531  
             
Total assets $  218,519   $  217,983  
             
LIABILITIES            
Current            
     Accounts payable $  297,160   $  304,110  
     Accrued liabilities   130,319     161,461  
     Loan (note 5)   127,000     -  
     Due to related parties (note 6)   69,912     255,826  
     Common share purchase warrants liability   118,965     368,082  
Total current liabilities   743,356     1,089,479  
             
Liabilities from discontinued operations (note 7)   5,358     5,358  
Total liabilities $  748,714   $  1,094,837  
             
SHAREHOLDERS' DEFICIENCY            
Authorized
62,500,000 Common Shares, $0.0008 per share par value (note 8a)
Issued and outstanding
29,906,742 Common Shares (December 31, 2017 - 21,906,742) (note 8b)
  23,925     17,525  
Additional paid-in capital   42,950,569     42,655,469  
Deficit accumulated during the exploration stage   (43,504,689 )   (43,549,848 )
Total shareholders' deficiency   (530,195 )   (876,854 )
             
Total liabilities and shareholders' deficiency $  218,519   $  217,983  

Nature of operations and going concern (note 1)

See accompanying notes to the consolidated financial statements.

3



GENTOR RESOURCES INC.
(An Exploration Stage Company)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in US dollars and unaudited)

    For the three     For the three     For the nine     For the nine  
    months ended      months ended      months ended     months ended  
    September 30,     September 30,     September 30,     September 30,  
    2018     2017     2018     2017  
          (Restated Note 7)         (Restated Note 7)
Expenses                        
         Management and consulting fees $  27,608   $  28,366   $ 84,031   $  81,116  
         Professional fees   813     5,617     1,686     23,709  
         General and administrative expenses   23,795     19,317     118,596     43,744  
         Depreciation and amortization   64     64     189     191  
Net operating loss   (52,280 )   (53,364 )   (204,502 )   (148,760 )
         Other income   296     14     544     17  
         (Loss) gain on common share purchase warrants (note 8(d))   51,900     -     249,117     -  
Net income (loss) from continuing operations   (84 )   (53,351 )   45,159     (148,744 )
                         
Net loss from discontinued operations   -     (5,641 )   -     (17,161 )
                         
Net income (loss) and comprehensive income (loss) $  (84 ) $  (58,992 ) $ 45,159   $  (165,905 )
                         
                         
Net (loss) income per share - Continuing Operations - basic $  (0.00 ) $  (0.00 ) $ 0.00   $  (0.01 )
Net (loss) income per share - Continuing Operations - diluted   (0.00 )   (0.00 )   0.00     (0.01 )
Net (loss) income per share - Discontinued Operations - basic and diluted   (0.00 )   (0.00 )   0.00     (0.01 )
Net (loss) income per share - basic and diluted   (0.00 )   (0.00 )   0.00     (0.01 )
                         
Weighted average number of shares - basic   29,906,742     11,906,730     25,980,002     11,906,730  
Weighted average number of shares - diluted   29,906,742     11,906,730     25,980,002     11,906,730  

See accompanying notes to the consolidated financial statements.

For the three and nine months ended September 30, 2017 the reconciliation for the restated net loss from discontinued operations is provided in Note 7.

4


GENTOR RESOURCES INC.
(An Exploration Stage Company)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in US dollars and unaudited)

    For the three     For the three     For the nine     For the nine  
    months ended     months ended     months ended     months ended  
    September 30,     September 30,     September 30,     September 30,  
    2018     2017     2018     2017  
          (restated Note 7)           (restated Note 7)  
Operating activities:                        
         Net (loss) income $  (84 ) $ (58,992 ) $ 45,159   $ (165,905 )
Adjustments required to reconcile net (loss) income with net cash used in operating activities                
         Depreciation and amortization   64     63     189     191  
         (Gain) loss on common share purchase warrants   (51,900 )   -     (249,117 )   -  
Changes in non-cash working capital balances                        
         Due from related parties   -     4,004     (11,505 )   12,557  
         Due to related parties   29,467     28,847     (185,914 )   108,273  
         Prepaid and advances   (14,529 )   -     (14,529 )   -  
         Accounts payable   (41,210 )   10,786     (6,950 )   45,957  
         Accrued liabilities   -     -     (31,142 )   (29,048 )
Cash utilized in operating activities   (78,192 )   (15,292 )   (453,809 )   (27,975 )
                         
Financing activities:                        
         Proceeds from common shares issued   -     -     301,500     -  
         Loan   5,290     19,850     127,000     19,850  
Cash provided by financing activities   5,290     19,850     428,500     19,850  
                         
Net cash inflow (outflow)   (72,902 )   4,558     (25,309 )   (8,125 )
Cash inflow (outflow) from discontinued operations   -     (4,358 )   -     7,162  
Cash, beginning of period   114,531     146     66,938     1,309  
Cash, end of period $  41,629   $ 346   $ 41,629   $ 346  

See accompanying notes to the consolidated financial statements. A reconciliation for the restated comparative period is provided in Note 7.

5


GENTOR RESOURCES INC.
(An Exploration Stage Company)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIENCY
For the nine months ended September 30, 2018
(Stated in US dollars and unaudited)

          Common                 Total  
    Number of     shares     Additional paid-in     Accumulated     shareholders'  
    common shares      amount     capital     deficit     deficiency  
Balance at December 31, 2016   95,253,840   $  9,525   $ 42,604,878   $  (43,234,958 ) $  (620,555 )
Net loss for the period   -     -     -     (165,905 )   (165,905 )
Balance at September 30, 2017   95,253,840   $  9,525   $ 42,604,878   $  (43,400,863 ) $  (786,460 )
Net loss for the period   -     -     -     (148,985 )   (148,985 )
Share consolidation   (83,347,098 )   -     -     -     -  
Common shares issued (note 8b)   10,000,000     8,000     50,591     -     58,591  
Balance at December 31, 2017   21,906,742   $  17,525   $ 42,655,469   $  (43,549,848 ) $  (876,854 )
Common shares issued (note 8b)   8,000,000     6,400     295,100     -     301,500  
Net income for the period   -     -     -     45,159     45,159  
Balance at September 30, 2018   29,906,742   $  23,925   $ 42,950,569   $  (43,504,689 ) $  (530,195 )

See accompanying notes to the consolidated financial statements.

6



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

1.

NATURE OF OPERATIONS AND GOING CONCERN

   

NATURE OF OPERATIONS

   

Gentor Resources Inc. (the “Company”), a Cayman Islands corporation, is an exploration stage corporation formed for the purpose of prospecting and developing mineral properties.

   

The business of exploring for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits and to construct mining and processing facilities.

   

In November 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which holds the Karaburun project (which was the Company’s only project). The Company has relinquished the Karaburun project, discontinued operations in Turkey and is currently evaluating new business opportunities.

   

GOING CONCERN

   

The accompanying interim condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three and nine months ended September 30, 2018 the Company had a net loss of $84 and a net income of $45,159 respectively (three and nine months ended September 30, 2017 – net loss of $58,992 and $165,905 respectively), a deficit accumulated during the exploration stage of $43,504,689 as at September 30, 2018 (December 31, 2017 – $43,549,848), and a working capital deficiency of $530,368 as at September 30, 2018 (December 31, 2017 - $877,216).

   

The Company intends to fund operations through equity financing arrangements. Such financings may be insufficient to fund its capital expenditure, working capital and other cash requirements. The Company’s continued existence is dependent upon it emerging from the exploration stage, obtaining additional financing to continue operations, exploring and developing mineral properties and the discovery, development and sale of ore reserves.

   

These circumstances represent material uncertainties which cast substantial doubt on the Company’s ability to continue on a going concern basis. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Such adjustments may be material.

7



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   

These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (``US GAAP``).


a)

BASIS OF CONSOLIDATION

   

The Company’s consolidated financial statements include the accounts of the Company and its wholly- owned subsidiary Gentor International Limited (“Gentor International”). Gentor International was incorporated on December 12, 2011 under the laws of the British Virgin Islands. Intercompany balances and transactions have been eliminated in preparing the consolidated financial statements.

   
b)

MINERAL PROPERTIES AND EXPLORATION COSTS

   

Exploration costs pertaining to any mineral properties with no proven reserves are charged to operations as incurred. When it is determined that mineral properties can be economically developed as a result of establishing proven and probable reserves, costs incurred to develop such properties are capitalized. Such costs will be depreciated using the units-of-production method over the estimated life of the proven and probable reserves. The Company is in the exploration stage and has not yet realized any revenue from operations. All exploration expenditures are expensed as incurred (See Note 7 Discontinued Operations).

   
c)

CAPITAL ASSETS

   

Capital assets are recorded at cost less accumulated depreciation. Depreciation is recorded as follows:


  Vehicle - Straight line basis over a range of two to four years
  Mining equipment - Straight line basis over four years
  Office equipment - Straight line basis over four years
  Furniture and fixtures - 20% declining balance basis
  Leasehold improvement - Straight line basis over five years

8



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

d)

ASSET IMPAIRMENT

   

The Company monitors events and changes in circumstances, which may require an assessment of the recoverability of its long-lived assets. If required, the Company would assess recoverability using estimated undiscounted future operating cash flows of the related asset or asset grouping. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the carrying amount of an asset is not recoverable, an impairment loss is recognized in operations, measured by comparing the carrying amount of the asset to its fair value. No impairment losses were recorded during the nine months ended September 30, 2018.

   
e)

ASSET RETIREMENT OBLIGATIONS

   

The fair value of the liability of an asset retirement obligation is recorded when it is incurred and the corresponding increase to the asset is depreciated over the estimated life of the asset. The liability is periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the asset retirement obligation. The Company has not identified or recorded any asset retirement obligations on its balance sheet as at September 30, 2018.

   
f)

STOCK-BASED COMPENSATION

   

The Company has a stock option plan, which is described in note 8(c). The Company uses the fair value method of accounting for stock options granted to directors, officers and employees whereby the fair value of options granted measured at the grant date is recorded as a compensation expense in the financial statements on a straight line basis over the requisite employee service period (usually the vesting period). Compensation expense on stock options granted to non-employees is measured at the earlier of the completion of performance and the date the options are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received. Any consideration paid by directors, officers, employees and consultants on exercise of stock options or purchase of shares is credited to capital stock. Shares are issued from treasury upon the exercise of stock options. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For 2017 and the first nine months of 2018, the Company estimated that all options previously granted will vest. As the stock options are exercisable in Canadian dollars, and the Company’s shares trade on a Canadian exchange, stock options are determined to be equity instruments.

9



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

g)

CASH

   

Cash consists of bank balances. The Company maintains cash in bank deposit accounts in Canada that at times may exceed Canadian federally insured limits. The Company has not experienced any losses in such accounts.

   
h)

FOREIGN EXCHANGE

   

The Company’s functional and reporting currency is United States dollars. The functional currency of foreign operations is United States dollars. Amounts in other than the functional currency are translated as follows: monetary assets and liabilities are translated at the spot rates of exchange in effect at the end of the period; non-monetary items are translated at historical exchange rates in effect on the dates of the transactions. Revenues and expense items are translated at average rates of exchange in effect during the period, except for depreciation, which is translated at its corresponding historical rate. Realized and unrealized exchange gains and losses are included in the consolidated statements of operations.

   
i)

USE OF ESTIMATES

   

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from management's best estimates as additional information becomes available in the future. The Company bases its estimates and assumptions on historical experience, current facts, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Significant estimates and assumptions include those related to the recoverability of capital assets, estimation of deferred income taxes, tax loss recoverability, useful lives of depreciable assets, and fair value estimates for stock options and common share purchase warrants.

   
j)

FAIR VALUE OF FINANCIAL INSTRUMENTS

   

Financial Instruments

   

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to- maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.

10



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in any net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in operations.

Fair Value

The Company follows “Accounting Standards Codification” ASC 820-10 Fair Value Measurements and Disclosures for its financial assets and financial liabilities that are re-measured and reported at fair value at each reporting period.

Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable in the market such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity. For the nine months ended September 30, 2018 and for the year ended December 31, 2017, common share purchase warrants denominated in Canadian dollars were recognized as fair value derivative instruments.

Derivative Financial Instruments

The Company reviews the terms of its equity instruments and other financing arrangements to determine whether or not there are embedded derivative instruments that are required to be accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services.

Derivative financial instruments are measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to profit or loss. For warrant-based derivative financial instruments, the Company uses the Black-Scholes option pricing model to estimate fair value of the derivative instruments. For more complex derivative financial instruments, the Company uses acceptable pricing models to estimate fair value of the derivative instrument.

The classification of derivative instruments, including whether or not such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

11



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

k)

INCOME TAXES

   

Deferred income taxes are reported for temporary differences between items of income or expense reported in the financial statements and those reported for income tax purposes, which require the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, and for the tax loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred taxes for the estimated future tax effects attributable to deductible temporary differences and loss carryforwards when realization is more likely than not. The deferred taxes for the Company amount to nil at the balance sheet date.

   

ASC 740, “Income Taxes” requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not of being sustained upon examination and on the technical merits of the position. At September 30, 2018, the Company has no material unrecognized tax benefits. The Company does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.

   
l)

INCOME (LOSS) PER SHARE

   

Basic income (loss) per share calculations are based on the weighted-average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated using the treasury method. The treasury method assumes that outstanding stock options and warrants with an average exercise price below market price of the underlying shares are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price of the common shares for the period.

   
m)

DISCONTINUED OPERATION

   

A discontinued operation is a component of the Company’s business, the operations and cash flows of which can be clearly distinguished from the rest of the operations. It represents a separate line of business or geographic area of operation that the Company has sold or made a plan to sell. When an operation is classified as a discontinued operation, the Company’s comparative consolidated financial statements must be represented as if the operation had been discontinued from the start of the comparative year and shown on the balance sheet as assets held for sale. On November 23, 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which holds the Karaburun project in Turkey (See Note 7).

12



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

n)

ACCOUNTING CHANGES

   

During 2018, the Company adopted new standards, interpretations, amendments and improvements of existing standards including:


  1.

Accounting Standard Update (“ASU”) No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. This standard update did not have any material impact on the Company’s interim condensed consolidated financial statements.

     
  2.

ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): scope modification accounting”. This new standard and change did not have any material impact on the Company’s interim condensed consolidated financial statements.


o)

ACCOUNTING PRONOUNCEMENTS NOT YET EFFECTIVE

   

Certain new standards, interpretations, amendments and improvements to existing standards were issued that are mandatory for accounting periods beginning on or after January 1, 2018. Updates that are not applicable or are not consequential to the Company have been excluded.

   

In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-03, “Technical Correction and Improvement to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which retained the current framework for accounting for financial instruments in generally accepted accounting principles (GAAP) but made targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. In addition to amending Topic 825, Financial Instruments, FASB added Topic 321, Investments—Equity Securities, and made a number of consequential amendments to the Codification. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. Early adoption is permitted. The Company did not implement early adoption and does not expect the adoption of ASU 2018-03 to have a material impact on the Company’s financial reporting and disclosures.

   

In June 2018, FASB issued ASU 2018-07 “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”.The amendments in this ASU expand the scope of Topic 718 to include sharebased payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606 Revenue from Contract with Customers. The Company is currently evaluating its impact on the consolidated financial statements.

13



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

3.

MINERAL PROPERTIES

   

Turkey Project

   

Following the identification by the Company of several surface gossans in distal volcanogenic massive sulphide (VMS) settings, the Company negotiated two joint venture option agreements with local Turkish entities. The first option agreement (the “Karaburun Option”) was signed with the first local partner for a 50% share of three permits in the Boyabat area in northern Turkey and the second option agreement was signed with a second local partner for a 50% interest in three additional permits in the Boyabat area in northern Turkey. The second option agreement expired unexercised on May 15, 2014.

   

In September 2014, the Company announced that it had acquired a new licence as a result of a government tender process, which licence covers the remaining portion of the Karaburun VMS prospect, the southern part of which was covered by the Karaburun Option. In December 2014, the Company received the final forestry drill permit from the Ministry of Forestry and Water Resources in Turkey to undertake its planned Phase 1 diamond drilling program at the Karaburun project, which drilling program commenced in 2015. During 2015, the Company terminated the Karaburun Option.

   

On November 23, 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which holds the Karaburun project (which was the Company’s only project). See Note 7.

14



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

4.

CAPITAL ASSETS


  December 31, 2017         Accumulated     Net Book  
      Cost     Depreciation     Value  
                     
  Office Equipment   45,566     (45,377 )   189  
  Leasehold improvements   440,329     (440,329 )   -  
    $ 485,895   $  (485,706 ) $  189  

  September 30, 2018         Accumulated     Net Book  
      Cost     Depreciation     Value  
                     
  Office Equipment   45,566     (45,566 )   -  
  Leasehold improvements   440,329     (440,329 )   -  
    $ 485,895   $  (485,895 )   -  

5.

LOAN

   

In March 2018, the Company received a loan from an arm’s length party in the amount of $120,000 that is payable on demand, unsecured and bears interest at 10% per annum. Total interest accrued on the loan as at September 30, 2018 is $7,000.

   
6.

RELATED PARTY TRANSACTIONS

   

As of September 30, 2018, an amount of $59,427 (December 31, 2017 - $243,207) was owed to Arnold Kondrat, a director, Chief Executive Officer and President of the Company, which includes both management fees in arrears and advances.

   

As of September 30, 2018, an amount of $10,485 (December 31, 2017 – $10,485) was owed to Kuuhubb Inc. a company with a common director, for the payment of general and administrative expenses by Kuuhubb.

   

As of September 30, 2018, an amount of $156,830 (December 31, 2017 - $145,325) was owed from Loncor Resources Inc., a company with common directors, for the payment of general and administrative expenses by the Company.

15



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

All of the above related party transactions are in the normal course of operations and are unsecured, non-interest bearing, due on demand, and measured at the exchange amount as determined by management.

   
7.

DISCONTINUED OPERATIONS

   

In November 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which holds the Karaburun project in Turkey (being the Company’s only project). The Company has relinquished the Karaburun project, discontinued operations in Turkey and is currently evaluating new business opportunities. As a result of the foregoing, the assets and liabilities related to the Karaburun project were re-classified as held for sale as at December 31, 2017 and the comparative periods.

   

For the three and nine months ended September 30, 2017, the results of discontinued operations were as follows:


      For the three months     For the nine months  
      ended September 30,     ended September 30,  
      2017     2017  
  Expenses            
             Field camp expenses $  3,319   $ 9,972  
             Professional fees   481     1,551  
             General and administrative expenses   1,988     5,974  
             Depreciation and amortization   8     24  
  Net operating loss   (5,796 )   (17,521 )
             Other income   154     359  
  Net loss from discontinued operations   (5,641 )   (17,161 )

16



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

Cash flows from discontinued operations were:

            For the nine months  
      For the three months     ended September 30,  
      ended September 30, 2017     2017  
               
  Operating activities:            
               Net loss from discontinued operations $  (5,641 ) $  (17,161 )
  Adjustments required to reconcile net loss with net cash used in discontinued operations        
               Depreciation and amortization   8     24  
  Changes in non-cash working capital balances            
               Prepaid and advances   167     442  
               Accounts payable   (9 )   58  
  Cash utilized in operating activities - discontinued operations   (5,476 )   (16,638 )
               
  Financing activities:            
               Adjustment to common shares   10,000     10,000  
  Cash provided by financing activities   10,000     10,000  
               
  Net cash inflow (outflow)   4,524     (6,638 )
  Cash, beginning of period   4,816     15,978  
  Cash, end of period $  9,340   $  9,340  

8.

SHARE CAPITAL


a)

Authorized Share Capital

   

The authorized share capital of the Company consists of 62,500,000 common shares with a par value of $0.0008 per share. Each common share entitles the holder to one vote and no holder of the common shares shall be entitled to any right of cumulative voting.

   
b)

Issued Share Capital

   

In September 2017, the Company consolidated its outstanding common shares on an eight to one basis. Immediately prior to the consolidation, the Company had 95,253,840 common shares outstanding. Upon effecting the consolidation, the Company had 11,906,742 common shares outstanding. Unless otherwise indicated, all share and stock option numbers have been adjusted to reflect the share consolidation to provide more comparable information.

   

In November 2017, the Company closed a non-brokered private placement of 10,000,000 units of the Company at a price of Cdn $0.05 per unit for total gross proceeds fo Cdn $500,000. Each such unit was comprised of one common share of the Company and one half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn $0.075 for a period of two years. Directors and officers of the Company purchased 2,500,000 of the said units.

17



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

In June 2018 the Company closed a non-brokered private placement of 8,000,000 common shares of the Company (the "Offered Shares") at a price of Cdn$0.05 per Offered Share for gross proceeds of Cdn$400,000. Mr. Arnold T. Kondrat (who is Chief Executive Officer, President and a director of the Company) purchased all of the Offered Shares.

   

As of September 30, 2018, the Company had outstanding 29,906,742 (December 31, 2017 – 21,906,742) common shares.

   
c)

Stock-Based Compensation

   

On December 14, 2011, the Company established a new stock option plan (the “Plan”). In establishing the Plan, the Company’s board of directors also provided that no additional awards will be made under the Company’s 2010 Performance and Equity Incentive Plan (the “2010 Plan”) and terminated the 2010 Plan effective upon the exercise, expiry, termination or cancellation of all of the outstanding stock options that were granted under the 2010 Plan. Stock options may be granted under the Plan from time to time by the board of directors of the Company to such directors, officers, employees and consultants of the Company or a subsidiary of the Company, and in such numbers, as are determined by the board at the time of the granting of the stock options. The total number of common shares of the Company issuable upon the exercise of all outstanding stock options granted under the Plan shall not at any time exceed 10% of the total number of outstanding common shares of the Company, from time to time. The exercise price of each stock option granted under the Plan shall be determined in the discretion of the board of directors of the Company at the time of the granting of the stock option, provided that the exercise price shall not be lower than the last closing price of the Company’s common shares on the TSX Venture Exchange prior to the date the stock option is granted.

   

On May 23, 2014, 210,000 stock options were granted under the Plan. Each such stock option entitles the holder to purchase one common share of the Company at a purchase price of $1.12 (Cdn$1.20) for a period of 5 years. The options vested at a rate of 25% on each six-month anniversary of the grant date.

18



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

The following table summarizes the stock option information for the nine months ended September 30, 2018:

                        Weighted  
            Weighted           average  
            average     Weighted     remaining  
      Number of     exercise price     average fair     contractual life  
      options     ($Cdn)     value ($Cdn)     (in years)  
  Closing Balance, January 31, 2017   93,750     1.20     0.48     2.39  
  Closing Balance, September 30, 2017   93,750     1.20     0.48     1.64  
  Closing Balance, December 31, 2017   93,750     1.20     0.48     1.39  
  Closing Balance, September 30, 2018   93,750     1.20     0.48     0.64  

During the three and nine months ended September 30, 2018, the Company recognized as stock-based compensation expense (included in general and administrative expenses) $nil (three and nine months ended September 30, 2017 – $nil). As at September 30, 2018, the unrecognized stock based compensation expense is $nil (December 31, 2017 - $nil).

The Black-Scholes option-pricing model is used to estimate values of all stock options granted based on the following assumptions for the options granted in 2014:

  (i)

Risk-free interest rate: 1.57%, which is based on the Bank of Canada benchmark bonds, average yield 5 year rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options

  (ii)

Expected volatility: 102.04%, which is based on the Company’s historical stock prices

  (iii)

Expected life: 5 years

  (iv)

Expected dividends: $Nil


d)

Canadian Dollar Common Share Purchase Warrants

   

As at September 30, 2018, the Company had outstanding and exercisable Canadian dollar common share purchase warrants entitling the holders to purchase a total of 5,000,000 common shares of the Company (December 31, 2017 – 5,000,000), as set out in the following table:


                    Fair value           Fair value   
                   as at            as at  
      Number of     Fair value on     December 31,     Gain on     September 30,  
  Issue date   warrants     issuance     2017     derivatives     2018  
  November 13, 2017   5,000,000   $ 334,109   $ 368,082   $ 249,117   $ 118,965  

(1) The exercise price for the Canadian dollar common share purchase warrants is Cdn $0.075 for one share and converted at day of issue.

19



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

As of September 30, 2018, the weighted average fair value per Canadian dollar common share purchase warrant was $0.03.

The Black-Scholes option-pricing model is used to estimate the fair value of the common share purchase warrants using the following assumptions:

  (i)

Risk-free interest rate: 2.21%, which is based on the Bank of Canada benchmark bonds with 2 years maturity

  (ii)

Expected volatility: 100%, which is based on industry average

  (iii)

Expected life: 2 years

  (iv)

Expected dividends: $Nil


e)

Income (Loss) Per Share

   

Basic and diluted icome (loss) per share was calculated on the basis of the weighted average number of common shares outstanding for the three and nine months ended September 30, 2018, amounting to 29,906,742 and 25,980,002 common shares respectively (three and nine months ended September 30, 2017 – 11,906,730 common shares). 93,750 stock options (September 30, 2017 – 93,750) and 5,000,000 common shares purchase warrants (September 30, 2017 – nil) included in the calculation of the weighted average number of diluted common shares outstanding were anti-dilutive.


9.

FINANCIAL RISK MANAGEMENT


a)

FOREIGN CURRENCY RISK

   

Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Canadian dollars. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign currency gains or losses are reflected as a separate component in the consolidated statement of operations. The Company has not used derivatives instruments to reduce its exposure to foreign currency risk.

   

The following table indicates the impact of foreign currency risk on net working capital as at September 30, 2018. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Canadian dollar as identified which would have increased (decreased) the Company’s net income (loss) by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Canadian dollar would have had an equal but opposite effect as at September 30, 2018.

20



    Canadian  
    Dollar  
Cash $  53,209  
Prepaids and advances   -  
Accounts payable   (28,989 )
Accrued liabilities   -  
Total foreign currency working capital   24,220  
US$ exchange rate at September 30, 2018   0.7725  
Total foreign currency net working capital in US$   18,710  
Impact of a 10% strengthening of the US$ on net income (loss)   1,871  

b)

MARKET RISK

   

Market risk is the potential for financial loss from adverse changes in underlying market factors, including foreign-exchange rates, commodity prices and stock based compensation costs.

   
c)

DISCLOSURES OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

   

At September 30, 2018, the carrying values of the Company’s cash, accounts payable and accrued liabilities approximate fair value.

   

The fair value of common shares purchase warrants liability (note 8d) would be in the hierarchy as follows:


  30-Sep-18      
  Liabilities: Level 1      Level 2 Level 3
  Canadian dollar common share purchase warrants - $118,965 -

  31-Dec-17      
  Liabilities: Level 1      Level 2 Level 3
  Canadian dollar common share purchase warrants - $368,082 -

21



GENTOR RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US dollars and unaudited)
As at and for the three and nine months ended September 30, 2018

10.

ENVIRONMENTAL CONTINGENCY

   

Any exploration and evaluation activities by the Company are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its activities are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

22


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Gentor Resources Inc. - Exhibit 99.2 - Filed by newsfilecorp.com

MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THIRD QUARTER OF 2018

The following management’s discussion and analysis (“MD&A”), which is dated as of November 28, 2018, provides a review of the activities, results of operations and financial condition of Gentor Resources Inc. (the “Company” or “Gentor”) as at and for the three and nine-month periods ended September 30, 2018 as well as future prospects of the Company. This MD&A should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Company as at and for the three and nine-month periods ended September 30, 2018 (the “Interim Financial Statements”), together with the MD&A and audited consolidated financial statements of the Company as at and for the year ended December 31, 2017. As the Company’s consolidated financial statements are prepared in United States dollars, all dollar amounts in this MD&A are expressed in United States dollars unless otherwise specified. Additional information relating to the Company, including the Company’s annual report on Form 20-F, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Forward-Looking Statements

The following MD&A contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding future plans and objectives of the Company) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: having relinquished its only project (the Karaburun project in Turkey), the Company currently does not have any commercial operations and has no material assets; while the Company is currently evaluating new business opportunities, the Company has only limited funds with which to identify and evaluate a potential asset or business for acquisition or participation, and no assurance can be given that a suitable asset or business will be identified and acquired on suitable terms; uncertainties relating to the availability and costs of financing in the future; changes in equity markets; the Company's history of losses and expectation of future losses; and the other risks disclosed under the heading "Risk Factors" in the Company’s annual report on Form 20-F.

1


Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

General

In November 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which holds the Karaburun project (which was the Company’s only project). The Company has relinquished the Karaburun project and discontinued operations in Turkey. The Company is currently evaluating new business opportunities.

As described in the going concern note to the Interim Financial Statements, the Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its cash requirements. The Company’s continued existence is dependent upon it emerging from the exploration stage, obtaining additional financing to continue operations, exploring and developing mineral properties and the discovery, development and sale of ore reserves. Thus, management uses its judgment in determining whether the Company is able to continue as a going concern. See also the “Liquidity and Capital Resources” section of this MD&A and the going concern note (note 1) in the Interim Financial Statements.

In November 2017, the Company closed a non-brokered private placement of 10,000,000 units of the Company at a price of Cdn$0.05 per unit for gross proceeds of Cdn$500,000. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.075 for a period of two years. Directors and officers of the Company purchased 2,500,000 of the said units issued under the financing.

In June 2018, the Company closed a non-brokered private placement of 8,000,000 common shares of the Company (the "Offered Shares") at a price of Cdn$0.05 per Offered Share for gross proceeds of Cdn$400,000. Mr. Arnold T. Kondrat (who is Chief Executive Officer, President and a director of the Company) purchased all of the Offered Shares.

In October 2018, the Company closed a non-brokered private placement of 4,000,000 common shares of the Company at a price of Cdn$0.05 per share for gross proceeds of Cdn$200,000. Directors and officers of the Company purchased 3,075,000 of the shares issued under this financing.

Results of Operations

For the three and nine-month periods ended September 30, 2018, the Company reported a net loss of $84 ($0.00 per share) and net income of $45,159 ($0.00 per share) respectively, as compared to a net loss of $58,992 ($0.00 per share) and $165,905 (0.00 per share) during the three and nine months ended September 30, 2017. During the three and nine-month periods ended September 30, 2018, variances in expenses occurred in the expense categories described below as compared to the corresponding periods in 2017.

2


Professional fees
Professional fees decreased to $813 and $1,686 during the respective three and nine-month periods ended September 30, 2018, compared to $5,617 and $23,709 incurred during the corresponding periods in 2017. The higher costs in 2017 as compared to 2018 were mainly due to higher legal fees in 2017.

Canadian dollar common share purchase warrants
Canadian dollar common share purchase warrants value increased by a gain of $51,900 and a gain of $249,117 during the three and nine-month periods ended September 30, 2018, compared to $nil incurred during the corresponding periods in 2017. The gains are related to the fair value adjustments for the derivative instruments.

Management fees
During the three and nine months ended September 30, 2018, the Company incurred $27,608 and $84,031 respectively in consulting fees for Arnold T. Kondrat, who is a director, Chief Executive Officer and President of the Company, compared to $28,366 and $81,116 incurred during the same respective periods of 2017.

General and administrative
General and administrative expenses increased to $23,795 and $118,841 during the respective three and nine-month periods ended September 30, 2018 compared to $19,317 and $43,744 incurred during the respective corresponding periods in 2017. The expense items listed below are included in general and administrative expenses:

Travel and promotion
The Company incurred travel and promotion expenses of $1,124 and $1,922 during the respective three and nine-months ended September 30, 2018, compared to $nil during the respective three and nine-month periods ended September 30, 2017. The small increase in travel and promotion expenses is a result of increased activity for the Company during the first quarter of 2018.

Employee benefits
The Company employee benefits expense increased to $7,848 and $23,794 during the respective three and nine-month periods ended September 30, 2018, compared to $7,952 and $9,047 incurred during the corresponding periods in 2017 due to increased personnel being paid out of the Toronto office.

Other
Other general and administrative expenses incurred during the three and nine-month periods ended September 30, 2018 include shareholder information expenses of $12,973 and $35,029 respectively (three and nine-months ended September 30, 2017 – $11,862 and $28,494 respectively). They also include rent expense of $8,464 and $41,720 for the three and nine-month periods ended September 30, 2018 respectively ($ nil for the three and nine-months ended September 30, 2017) as well as other office and sundry expenses of $9,552 and $18,723 for the respective three and nine months ended September 30, 2018 (three and nine-months ended September 30, 2017 – $2,136 and $4,681 respectively).

3


Foreign exchange gain/loss
The Company recorded a foreign exchange gain of $16,166 and $2,602 during the respective three and nine-month periods ended September 30, 2018 compared to a foreign exchange gain of $743 and loss of $6,338 during the corresponding periods in 2017, due to fluctuations in the value of the United States dollar relative to the Canadian dollar.

Summary of Quarterly Results

The following table sets out certain consolidated financial information of the Company for each of the last eight quarters, from the forth quarter of fiscal 2016 to the third quarter of fiscal 2018. This financial information has been prepared in accordance with US Generally Accepted Accounting Principles (“US GAAP”). The Company’s presentation and functional currency is the United States dollar.

  2018 2018 2018 2017
  3rd Quarter 2nd Quarter 1st Quarter 4th Quarter
         
Net income (loss) from continuing operations $                    (84) $             (98,625) $            143,868 $           (153,116)
Net income (loss) from continuing operations per share $                 (0.00) $                 (0.00) $                  0.01 $                 (0.00)
Net income (loss) $                    (84) $             (98,625) $            143,868 $           (148,985)
Net income (loss) per share $                 (0.00) $                 (0.00) $                  0.01 $                 (0.00)
         
  2017 2017 2017 2016
  3rd Quarter 2nd Quarter 1st Quarter 4th Quarter
Net income (loss) from continuing operations $             (53,351) $             (55,878) $             (39,515) $             (49,777)
Net income (loss) from continuing operations per share $                 (0.00) $                 (0.00) $                 (0.00) $                 (0.00)
Net income (loss) $             (58,992) $             (61,697) $             (45,216) $             (64,084)
Net income (loss) per share $                 (0.00) $                 (0.00) $                 (0.00) $                 (0.00)

The Company reported a net loss of $84 during the third quarter of 2018 compared to a net loss of $98,625 for the second quarter of 2018. The change in results was related mainly to a gain of $51,900 on the fair value adjustment of the common share purchase warrants on September 30, 2018 compared to a loss of $15,357 recorded during the second quarter of 2018.

The Company reported a net loss of $98,625 during the second quarter of 2018 compared to net income of $143,868 for the first quarter of 2018. The change in results was related mainly to a loss of $15,357 on the fair value adjustment of the common share purchase warrants on June 30, 2018 compared to a gain of $212,574 recorded during the first quarter of 2018.

4


The Company reported net income of $143,868 during the first quarter of 2018 compared to a net loss of $153,116 incurred during the fourth quarter of 2017. The net income was mainly due to a gain of $212,574 on the fair value adjustment of the common share purchase warrants on March 31, 2018.

The Company reported a net loss of $153,116 during the fourth quarter of 2017 compared to a net loss of $53,351 incurred during the third quarter of 2017. The increase in net loss was mainly due to the recording of the fair value loss of $33,973 on common share purchase warrants issued during the quarter as well as to an increase in professional fees relating to year-end audit work.

The Company reported a net loss of $53,351 during the third quarter of 2017 compared to a net loss of $55,878 incurred during the second quarter of 2017. The decrease in net loss was mainly due to a decrease in professional fees which were $5,617 during the third quarter of 2017 compared to $13,223 during the second quarter of 2017. The decrease in professional fees was partially offset by an increase in general and administrative expenses which were $21,305 during the third quarter of 2017 compared to $18,446 incurred during the second quarter of 2017.

The Company reported a net loss of $55,878 during the second quarter of 2017 compared to a net loss of $39,515 incurred during the first quarter of 2017. The increase in net loss was partly due to an increase in professional fees which were $13,223 during the second quarter of 2017 compared to $4,869 during first quarter of 2017. The increase in net loss was also partly due to an increase in general and administrative expenses which were $18,446 during the second quarter of 2017 compared to $9,967 incurred during the first quarter of 2017.

The Company reported a net loss of $39,515 during the first quarter of 2017 compared to a net loss of $49,777 during the fourth quarter of 2016. The decrease in net loss was mainly due to lower professional fees of $4,869 during the first quarter of 2017 compared to $29,975 during the fourth quarter of 2016.

Liquidity and Capital Resources

The Company has historically relied primarily on equity financings to fund its activities. Although the Company has been successful in completing equity financings in the past, there is no assurance that the Company will secure the necessary financings in the future.

The Company’s cash balance at September 30, 2018 was $41,629 compared to $66,938 as at December 31, 2017. The decrease was due to operating expenses incurred during the nine-month period ended September 30, 2018.

In November 2017, the Company closed a non-brokered private placement of 10,000,000 units of the Company at a price of Cdn$0.05 per unit for gross proceeds of Cdn$500,000. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.075 for a period of two years. Directors and officers of the Company purchased 2,500,000 of the said units issued under the financing.

In June 2018, the Company closed a non-brokered private placement of 8,000,000 common shares of the Company (the "Offered Shares") at a price of Cdn$0.05 per Offered Share for gross proceeds of Cdn$400,000. Mr. Arnold T. Kondrat (who is Chief Executive Officer, President and a director of the Company) purchased all of the Offered Shares.

5


In October 2018, the Company closed a non-brokered private placement of 4,000,000 common shares of the Company at a price of Cdn$0.05 per share for gross proceeds of Cdn$200,000. Directors and officers of the Company purchased 3,075,000 of the shares issued under this financing.

The Company expects to raise additional funds through additional offerings of its equity securities to funds its activities. However, there is no assurance that such financing will be available on acceptable terms, if at all. If the Company raises additional funds by issuing additional equity, the ownership percentages of existing shareholders will be reduced and the securities that the Company may issue in the future may have rights, preferences or privileges senior to those of the current holders of the Company’s common shares. Such securities may also be issued at a discount to the market price of the Company’s common shares, resulting in possible further dilution to the book value per share of common shares. If the Company is unable to raise sufficient funds through equity offerings, the Company may need to sell an interest in any property held by it. There can be no assurance the Company would be successful in selling any such interest.

Exploration and Evaluation Expenditures

Due to the discontinuance of the Turkey operation in the fourth quarter of 2017, exploration and evaluation expenditures are $nil for the three and nine-months ended September 30, 2018. For the three and nine-months ended September 30, 2017 the exploration and evaluation expenditures were $5,796 and $17,521 respectively.

Outstanding Share Data

The authorized share capital of the Company consists of 500,000,000 common shares, with a par value of $0.0008 per share. As at November 28, 2018, the Company had outstanding 33,906,742 common shares, 5,000,000 common share purchase warrants and 93,750 stock options.

Related Party Transactions

As of September 30, 2018, an amount of $59,427 (December 31, 2017 - $243,207) was owed to Arnold Kondrat, a director, Chief Executive Officer and President of the Company, which includes both management fees in arrears and advances.

As of September 30, 2018, an amount of $10,485 (December 31, 2017 – $10,485) was owed to Kuuhubb Inc., a company with a common director, for the payment of general and administrative expenses by Kuuhubb Inc.

As of September 30, 2018, an amount of $156,830 (December 31, 2017 - $145,325) was owed from Loncor Resources Inc., a company with common directors, for the payment of general and administrative expenses by the Company.

All of the above related party transactions are in the normal course of operations and are unsecured, non-interest bearing and measured at the exchange amount as determined by management.

6


Recent Accounting Pronouncements

During 2018, the Company adopted new standards, interpretations, amendments and improvements of existing standards including:

Accounting Standard Update (“ASU”) No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. This standard update did not have any material impact on the Company’s interim condensed consolidated financial statements.

ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): scope modification accounting”. This new standard and change did not have any material impact on the Company’s interim condensed consolidated financial statements.

Accounting Pronouncements Not Yet Effective

Certain new standards, interpretations, amendments and improvements to existing standards were issued that are mandatory for accounting periods beginning on or after January 1, 2018. Updates that are not applicable or are not consequential to the Company have been excluded.

In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-03, “Technical Correction and Improvement to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which retained the current framework for accounting for financial instruments in generally accepted accounting principles (GAAP) but made targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. In addition to amending Topic 825, Financial Instruments, the FASB added Topic 321, Investments—Equity Securities, and made a number of consequential amendments to the Codification. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. Early adoption is permitted. The Company did not implement early adoption and is currently evaluating its impact on the consolidated financial statements.

In June 2018, FASB issued ASU 2018-07 “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”. The amendments in this ASU expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606 Revenue from Contract with Customers. The Company is currently evaluating its impact on the consolidated financial statements.

7


Significant Accounting Estimates

The preparation of the Company’s consolidated financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the Company’s financial statements include the following:

Mineral properties and exploration costs

Exploration costs pertaining to any mineral properties with no proven reserves are charged to operations as incurred. When it is determined that mineral properties can be economically developed as a result of establishing proven and probable reserves, costs incurred to develop such properties are capitalized. Such costs will be depreciated using the units-of-production method over the estimated life of the probable reserves. The Company is in the exploration stage and has not yet realized any revenue from its planned operations.

Asset Impairment

The Company monitors events and changes in circumstances, which may require an assessment of the recoverability of its long-lived assets. If required, the Company would assess recoverability using estimated undiscounted future operating cash flows of the related asset or asset grouping. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the carrying amount of an asset is not recoverable, an impairment loss is recognized in operations, measured by comparing the carrying amount of the asset to its fair value. No impairment losses were recorded during the third quarter of 2018.

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes, which require the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, and for the tax loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred taxes for the estimated future tax effects attributable to deductible temporary differences and loss carryforwards when realization is more likely than not. The deferred taxes for the Company amount to nil as at September 30, 2018.

Accounting Standards Codification 740, “Income Taxes” requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not of being sustained upon examination and on the technical merits of the position. At September 30, 2018, the Company has no material unrecognized tax benefits. The Company does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.

8


Stock based compensation

The Company has a stock option plan, which is described in note 8(c) of the Interim Financial Statements. The Company uses the fair value method of accounting for stock options granted to directors, officers and employees whereby the fair value of options granted measured at the grant date is recorded as a compensation expense in the financial statements on a straight line basis over the requisite employee service period (usually the vesting period). Compensation expense on stock options granted to non-employees is measured at the earlier of the completion of performance and the date the options are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received. Any consideration paid by directors, officers, employees and consultants on exercise of stock options or purchase of shares is credited to capital stock. Shares are issued from treasury upon the exercise of stock options. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. As at September 30, 2018, all options previously granted have vested.

Fair value of financial instruments

The Company follows “Accounting Standards Codification” ASC 820-10 Fair Value Measurements and Disclosures for its financial assets and financial liabilities that are remeasured and reported at fair value at each reporting period.

Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. For 2017 and the first nine months of 2018, common share purchase warrants denominated in Canadian dollars were recognized as fair value derivative instruments.

At September 30, 2018, the carrying values of the Company’s cash, accounts payable and accrued liabilities approximate fair value.

Financial Risk Management

Foreign Currency Risk

Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Canadian dollars. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign currency gains or losses are reflected as a separate component of the consolidated statement of operations. The Company has not used derivatives instruments to reduce its exposure to foreign currency risk.

The following table indicates the impact of foreign currency risk on net working capital as at September 30, 2018. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Canadian dollar as identified which would have increased (decreased) the Company’s net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Canadian dollar would have had the equal but opposite effect as at September 30, 2018.

9


    Canadian  
    Dollar  
Cash $  53,209  
Prepaids and advances   -  
Accounts payable   (28,989 )
Accrued liabilities   -  
Total foreign currency working capital   24,220  
US$ exchange rate at September 30, 2018   0.7725  
Total foreign currency net working capital in US$   18,710  
Impact of a 10% strengthening of the US$ on net income (loss)   1,871  

Market Risk

Market risk is the potential for financial loss from adverse changes in underlying market factors, including foreign-exchange rates, commodity prices and stock-based compensation costs.

Disclosure of Fair Value of Financial Assets and Liabilities

At September 30, 2018, the carrying values of the Company’s cash, accounts payable and accrued liabilities approximate fair value.

The fair value of common shares purchase warrants liability (note 8d of the Interim Financial Statements) would be in the hierarchy as follows:

30-Sep-18      
       
Liabilities: Level 1      Level 2 Level 3
Canadian dollar common share purchase warrants - $118,965 -

31-Dec-17      
       
Liabilities: Level 1      Level 2 Level 3
Canadian dollar common share purchase warrants - $368,082 -

10


Other Risks and Uncertainties

In November 2017, the Company announced that it intended to dispose of, for nominal consideration, its subsidiary which holds the Karaburun project (which was the Company’s only project). The Company has relinquished the Karaburun project and discontinued operations in Turkey. The Company is currently evaluating new business opportunities. As the Company currently does not have any commercial operations and has no material assets, an investment in the Company's common shares is considered highly speculative and involves a very high degree of risk.

While the Company is currently evaluating new business opportunities, the Company has only limited funds with which to identify and evaluate a potential asset or business for acquisition or participation, and no assurance can be given that a suitable asset or business will be identified and acquired on suitable terms. Further, even if a proposed transaction is identified, there can be no assurance that the Company will be able to complete the transaction. The transaction may be financed in whole, or in part, by the issuance of additional securities of the Company and this may result in further dilution to investors, which dilution may be significant and which may also result in a change of control of the Company.

Reference is made to the Company's annual report on Form 20-F for additional risk factor disclosure (a copy of such document can be obtained from SEDAR at www.sedar.com and EDGAR at www.sec.gov).

11


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Gentor Resources Inc. - Exhibit 99.3 - Filed by newsfilecorp.com

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Arnold T. Kondrat, Chief Executive Officer and President of Gentor Resources Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Gentor Resources Inc. (the "issuer") for the interim period ended September 30, 2018.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date:     November 28, 2018.

 

(signed) "Arnold T. Kondrat"                            
Name: Arnold T. Kondrat
Title: Chief Executive Officer and President

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.


EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 Gentor Resources Inc. - Exhibit 99.4 - Filed by newsfilecorp.com

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Donat K. Madilo, Chief Financial Officer of Gentor Resources Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Gentor Resources Inc. (the "issuer") for the interim period ended September 30, 2018.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 28, 2018.

(signed) "Donat K. Madilo"                                       
Name: Donat K. Madilo
Title: Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.


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