Overview

As a natural resource exploration company, our focus is to acquire, explore and develop natural resource properties which may host mineral reserves which may be economical to extract commercially. With this in mind, we have identified and secured interests in mining claims with respect to properties in Nevada. Current cash on hand is sufficient to fund planned operations for fiscal year 2020 after payment of accounts payable outstanding at December 31, 2019. Our officers and directors and advisors, attorneys and consultants will continue to be utilized to support all operations.









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Plan of Operation

During the seven-month period ending December 31, 2019, we continued our evaluation work on our Vernal project and Windy Peak project and began evaluation work on our Rainbow Mountain project. Our funds are sufficient to meet all planned activities as outlined below. The Company expects the short and long-term funding of our operations going forward to be financed through existing funds.

We do not anticipate a change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our three directors. Our staffing in no way hinders our operations, as outsourcing of legal, accounting, and other operational duties is the most cost effective and efficient manner of conducting the business of the Company.

We do not anticipate any equipment purchases in the twelve months ending December 31, 2020.





Results of Operations

The Seven Months Ended December 31, 2019 compared to the Seven Months Ended December 31, 2018 and the Twelve Months Ended May 31, 2019 compared to the Twelve Months Ended May 31, 2018

During the seven months ended December 31, 2019 and 2018, we had revenues of $881,714 and $436,033, respectively, resulting from the Moss royalty. During the years ended May 31, 2019 and 2018, we had revenues of $864,779 and $46,504, respectively. We are currently exploring and developing our properties and are actively reviewing new projects.

Net income for the seven months ended December 31, 2019 was $301,615 compared to net loss of $219,492 for the seven months ended December 31, 2018, for an approximate $521,000 increase in net income. The increase in the net income is primarily due to the $881,714 of royalty revenue received from the Moss Gold/Silver mine, compared to $436,033 in the seven months ended December 31, 2018. In addition, the net income is comprised of an approximate $151,000 increase in unrealized gain(loss) on marketable securities, an approximate $123,000 increase of director fees, and an approximate $62,000 increase of consulting expense. This was offset by a decrease of $170,000 in the mineral and exploration expenses.

Net loss for the year ended May 31, 2019 was $281,443 compared to net loss of $1,065,482 for the year ended May 31, 2018, for an approximate $784,000 increase in net income. The decrease in the net loss is primarily due to the $864,779 of royalty revenue received from the Moss Gold/Silver mine, compared to $46,504 in the prior year. In addition, the net loss is comprised of an approximate $361,000 increase in mineral and exploration expenses, an approximate $87,000 increase of director fees, and an approximate $17,000 increase of consulting expense. This was offset by a decrease of $249,000 of stock-based compensation and decrease of $158,000 in the unrealized holding loss on marketable securities.

For the seven months ended December 31, 2019 and 2018, mineral and exploration expenses were $219,890 and $389,781, respectively, for an approximate $170,000 decrease, primarily due to expenditures on the Windy Peak project. For the years ended May 31, 2019 and 2018, mineral and exploration expenses were $423,716 and $62,804, respectively, for an approximate $361,000 increase. The increase is primarily due to expenditures on the Windy Peak project.

For the seven months ended December 31, 2019 and 2018, general and administrative expenses were $87,774 and $41,320, respectively, for an approximate $46,000 increase. For the years ended May 31, 2019 and 2018, general and administrative expenses were $104,955 and $134,253, respectively, for an approximate $29,000 decrease.

For the seven months ended December 31, 2019 and 2018, other income (expense) was $45,783 and ($114,386), respectively. The change in other income (expense) is due to an approximated $151,000 increase in unrealized holding gains (losses) on marketable securities. For the years ended May 31, 2019 and 2018, other expense was $150,090 and $302,838, respectively. The change in other income (expense) is due to an approximated $158,000 decrease in unrealized holding losses on marketable securities.

Liquidity and Capital Resources

We had total assets of $1,322,592 at December 31, 2019 consisting primarily of $228,250 of cash, $158,282 of marketable securities, $487,060 of royalty receivables and $149,000 of prepaid expenses. We had total liabilities of $229,324 at December 31, 2019, consisting primarily of accounts payable and accrued expenses.









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We anticipate that we will incur the following during the year ended December 31, 2020:





    ·   $1,000,000 for operating expenses, including working capital and general,
        legal, accounting and administrative expenses associated with reporting
        requirements under the Securities Exchange Act of 1934 and compliance with
        Canadian regulatory authorities.

Cash provided by (used in) operations was $114,900 and ($211,236) for the seven months ended December 31, 2019 and 2018, respectively. The $326,136 increase in cash provided by (used in) operations was primarily due to the increase in royalty revenue. Cash used in operations was $46,471 and $399,915 for the years ended May 31, 2019 and 2018, respectively. The $353,444 decrease in cash used in operations was primarily due to the increase in royalty revenue.

Investing activities for the seven months ended December 31, 2019 and 2018 used cash of $0 and $57,780, respectively. Cash used in the seven months ended December 31, 2018 related to the purchase of a royalty interest for Vanadium Oxide, offset by cash received from the sale of marketable securities. Investing activities for the years ended May 31, 2019 and 2018 used cash of $226,947 and $197,422, respectively. Cash used in 2019 related to the purchase of a royalty interest for Vanadium Oxide, offset by cash received from the sale of marketable securities. Cash used in 2018 related to the purchase of marketable securities.

Financing activities during the seven months ended December 31, 2019 and 2018 were $0 and $0, respectively. Financing activities during the years ended May 31, 2019 and 2018 generated cash of $2,000 and $5,407, respectively. During the year ended May 31, 2019, we generated cash of $2,000 from the exercise of stock options. During the year ended May 31, 2018, we issued Series A Preferred Stock generating cash of $14,500 which was offset by the purchase of treasury stock for $9,093. For further information regarding common stock activity see Note 6 - Common Stock in the financial statements included in this 10-K filing.

Management estimates that the Company will not need additional funding for the next twelve months.

We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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