Goldrich Mining (GRMC) 10-Q 19 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 16, 2018
Document and Entity Information:
Entity Registrant Name	Goldrich Mining Company
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Trading Symbol	grmc
Amendment Flag	false
Entity Central Index Key	59,860
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		139,573,798
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3

Goldrich Mining Company Consoli

Goldrich Mining Company Consolidated Balance Sheets (Unaudited) - USD ($)		Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents		$ 2,836	$ 486,211
Prepaid expenses		267,697	88,002
Other current assets		27,353	27,788
Total current assets		297,886	602,001
Property, equipment, and mining claims:
Equipment, net of accumulated depreciation		2,405	6,869
Mining properties, claims, and royalty option		868,516	868,516
Total property, equipment and mining claims		870,921	875,385
Total assets		1,168,807	1,477,386
Current liabilities:
Accounts payable and accrued liabilities		1,247,733	235,399
Related parties payables		442,397	368,900
Notes payable, net of discount		951,693	626,107
Notes payable - related party, net of discount		1,872,803	887,883
Notes payable in gold		328,017	355,950
Dividends payable on preferred stock		30,618	30,618
Total current liabilities		4,873,261	2,504,857
Long-term liabilities:
Remediation and asset retirement obligation		394,434	384,402
Total long-term liabilities		394,434	384,402
Total liabilities		5,267,695	2,889,259
Commitments and contingencies	[1]	0	0
Stockholders' deficit:
Convertible preferred stock series A; 5% cumulative dividends, no par value, 1,000,000 shares authorized; 150,000 shares issued and outstanding, respectively, $300,000 liquidation preferences		150,000	150,000
Convertible preferred stock series B; no par value, 300 shares authorized, 200 shares issued and outstanding, $200,000 liquidation preference		57,758	57,758
Convertible preferred stock series C; no par value, 250 shares authorized, issued and outstanding, $250,000 liquidation preference		52,588	52,588
Convertible preferred stock series E; no par value, 300 shares authorized, issued and outstanding, $300,000 liquidation preference		10,829	10,829
Common stock; $0.10 par value, 250,000,000 shares authorized; 139,573,798 and 134,107,809 issued and outstanding, respectively		13,957,380	13,410,781
Additional paid-in capital		13,802,206	14,016,932
Accumulated deficit		(32,129,649)	(29,110,761)
Total stockholders' deficit		(4,098,888)	(1,411,873)
Total liabilities and stockholders' deficit		$ 1,168,807	$ 1,477,386
[1]	Notes 3,6 and7

Statement of Financial Position

Statement of Financial Position - Parenthetical - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Statement of financial position
Preferred Stock, Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	8,999,950	8,999,950
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Convertible preferred stock series A, no par value, 5% cumulative dividends, shares authorized	1,000,000	1,000,000
Convertible preferred stock series A, shares issued	150,000	150,000
Convertible preferred stock series A, shares outstanding	150,000	150,000
Liquidation preference	$ 300,000	$ 300,000
Convertible preferred stock series B, no par value, shares authorized	300	300
Convertible preferred stock series B, shares issued	200	200
Convertible preferred stock series B, shares outstanding	200	200
Liquidation preference, additional series	$ 200,000	$ 200,000
Convertible preferred stock series C no par value, shares authorized	250	250
Convertible preferred stock series C, shares issued	250	250
Convertible preferred stock series C, shares outstanding	250	250
Liquidation preference, series C	$ 250,000	$ 250,000
Convertible preferred stock series D no par value, shares authorized	150	150
Convertible preferred stock series D, shares issued	150	150
Convertible preferred stock series D, shares outstanding	150	150
Liquidation preference, series D	$ 100,000	$ 100,000
Convertible preferred stock series E no par value, shares authorized	300	300
Convertible preferred stock series E, shares issued	300	300
Convertible preferred stock series E, shares outstanding	300	300
Liquidation preference, series E	$ 100,000	$ 100,000
Convertible preferred stock series F no par value, shares authorized	153	153
Convertible preferred stock series F, shares issued	153	153
Convertible preferred stock series F, shares outstanding	153	153
Liquidation preference, series F	$ 50,000	$ 50,000
Common Stock, Par Value	$ 0.10	$ 0.10
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares Issued	139,573,798	134,107,809
Common Stock, Shares Outstanding	139,573,798	134,107,809

Goldrich Mining Company Conso_2

Goldrich Mining Company Consolidated Statements of Operations (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating expenses:
Exploration		$ 105,264	$ 49,341	$ 144,951	$ 89,153
Depreciation and amortization		430	2,491	4,464	10,288
Management fees and salaries		66,250	58,469	258,502	172,281
Professional services		29,839	4,475	72,613	48,529
General and administrative		81,065	67,122	224,319	166,822
Office supplies and other		1,463	2,590	5,711	9,121
Directors' fees			10,500	12,900	24,900
Arbitration costs	[1]	871,324		1,600,687
Mineral property maintenance		22,651	21,676	67,936	64,061
Total operating expenses		1,178,286	216,664	2,392,083	585,155
Other (income) expense:
Change in fair value of notes payable in gold		4,322	2,382	(27,933)	24,932
Royalty expense					8,109
Interest expense and finance costs		307,188	40,197	654,738	110,190
Total other expense		311,510	42,579	626,805	143,231
Net loss		(1,489,796)	(259,243)	(3,018,888)	(728,386)
Deemed dividends					(52,900)
Preferred dividends		(1,917)	(1,917)	(5,688)	(5,688)
Net loss available to common stockholders		$ (1,466,194)	$ (261,160)	$ (3,024,576)	$ (786,974)
Net loss per common share - basic and diluted		$ (0.01)	$ 0	$ (0.02)
Weighted average common shares outstanding-basic and diluted		139,573,798	131,232,809	136,189,131	131,232,809
[1]	Note 3

Goldrich Mining Company Conso_3

Goldrich Mining Company Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (3,018,888)	$ (728,386)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,464	10,288
Change in fair value of notes payable in gold	(27,933)	24,932
Share-based compensation	64,565
Amortization of discount on note payable and notes payable in gold	390,929	2,492
Accretion of asset retirement obligation	10,032	9,646
Change in:
Other current assets	435	(16,787)
Prepaid expenses	(179,695)	(55,000)
Accounts payable and accrued liabilities	1,062,334	149,060
Related parties payables	164,795	126,973
Net cash used - operating activities	(1,528,962)	(476,782)
Cash flows from financing activities:
Proceeds from issuance of preferred stock and warrants		103,000
Proceeds from note payable, net	189,473
Proceeds from note payable - related party, net	856,114	650,000
Payment of note payable		(300,000)
Net cash provided - financing activities	1,045,587	453,000
Net (decrease) in cash and cash equivalents	(483,375)	(23,782)
Cash and cash equivalents, beginning of period	486,211	30,080
Cash and cash equivalents, end of period	2,836	6,298
Non-Cash Investing and Financing Activities:
Beneficial conversion feature on preferred stock		52,900
Warrants issued with preferred stock		$ 50,100
Warrants issued with notes payable	126,010
Accounts payable satisfied with common stock	50,000
Related party payables satisfied with common stock	$ 91,298

1. Basis of Presentation

1. Basis of Presentation	9 Months Ended
	Sep. 30, 2018
Notes
1. Basis of Presentation	1. BASIS OF PRESENTATION The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the nine-month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. For further information refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Going Concern The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. The Company currently has no historical recurring source of revenue and in 2016 received its first cash distribution from the joint venture (Note 3). With the anticipated dissolution of the joint venture, these distributions are expected to decrease or cease after 2018. The Company may profitably execute a production business plan, and thereby, its ability to continue as a going concern may improve and become less dependent on the Company’s ability to raise capital to fund its future exploration and working capital requirements. The Company’s plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Company’s future operations through sales of its common stock and/or debt. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Notes
2. Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reclassifications Certain reclassifications have been made to conform prior year’s data to the current presentation. During the three months ended September 30, 2018, management reclassified Arbitration expenses of approximately $1.6M from Professional services, General and administrative, and Office supplies and other line items on previously reported Consolidated Statements of Operations captions to a separate line item because of its significance to the Company’s operations during the period. The reclassification has no impact of total net loss for the three or nine months periods ended September 30, 2018. Earnings (Loss) Per Share We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At September 30, 2018, there were 139,573,798 shares of our common stock issued and outstanding. For the periods ended September 30, 2018 and 2017, the effect of the Company’s outstanding preferred shares, options and warrants, totaling 108,490,017 and 93,963,714, respectively, would have been anti-dilutive. Accounting for Investments in Joint Ventures For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties and in which the Company has significant influence, the equity method is utilized whereby the Company’s share of the venture’s earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. Goldrich has no significant influence over its joint venture described in Note 3 Joint Venture For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of a non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee. Goldrich currently has no joint venture of this nature. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue Recognition. The new ASU establishes a new five step principles-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU No. 2015-14 deferred the effective date of ASU No. 2014-09 until annual and interim reporting periods beginning after December 15, 2017. We adopted ASU No. 2014-09 as of January 1, 2018 using the modified-retrospective transition approach. We performed an assessment of the impact of implementation of ASU No. 2014-09, and concluded it did not change the timing of revenue recognition or amounts of revenue recognized compared to how we recognized revenue under our previous policies. Adoption of ASU No. 2014-09 requires additional disclosures, where applicable, on (i) contracts with customers, (ii) significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations and the transaction price, and (iii) assets recognized for costs to obtain or fulfill contracts. See Note 3 for information on our sales of products. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). The update modifies the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the potential impact of implementing this update on the consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Adoption of the update on January 1, 2018 had no impact on the consolidated financial statements In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Adoption of the update on January 1, 2018 had no impact on the consolidated financial statements In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the update to potential future acquisitions. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. Cash and Cash Equivalents For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, accrued remediation costs, asset retirement obligations, stock-based compensation, and deferred tax assets and related valuation allowances. Actual results could differ from those estimates. Property, Equipment, and Accumulated Depreciation Property and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Company’s common stock issued. The Company’s property and equipment are located on the Company’s unpatented state mining claims located in the Chandalar mining district of Alaska, with only a minor portion located in Spokane, WA, consisting of office equipment. All property and equipment purchased prior to 2009 are fully depreciated. The Company’s equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located at Company offices in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements, which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life. When a fixed asset is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations. Mining Properties, Claims, and Royalty Option The Company capitalizes costs for acquiring mineral properties, claims and royalty option and expenses, costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations. Income Taxes Income taxes are recognized in accordance with Accounting Standards Codification (“ASC”) 740 Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. Revenue Recognition The Company does not have joint control or significant influence over the joint venture; therefore, distributions from our joint venture are recognized using the cost method. In accordance with ASU No. 2014-09, the Company has determined that our revenue does not arise from contracts with customers, does not involve satisfaction of any performance obligations on the part of the Company, or require Company assets to be recognized or applied to determine costs to obtain or fulfill any contract generating revenue. The Company’s revenue is generating through profit percentage split through its non-controlling ownership of the joint venture. Revenues are derived as a percentage of joint venture profits, which are not reasonably estimable and cannot be determined by the joint venture until after the completion of the accounting for each annual mining season, which occurs in the fourth quarter of each year. Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Company’s common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight-line basis. Compensation expense for grants that vest immediately are recognized in the period of grant. Exploration Costs Exploration costs are expensed in the period in which they occur. Derivatives The Company measures derivative contracts as assets or liabilities based on their fair value. Gains or losses resulting from changes in the fair value of derivatives in each period are recorded in current operating results. None of the Company’s derivative contracts qualify for hedge accounting. The Company does not hold or issue derivative financial instruments for speculative trading purposes. Remediation and Asset Retirement Obligation The Company’s operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long-lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management’s estimate of amounts expected to be incurred when the remediation work is performed. Fair Value Measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. During 2018 and 2017, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance September 30, 2018 Balance December 31, 2017 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 328,017 $ 355,950 2 The carrying amounts of financial instruments, including notes payable and related party notes payable, approximate fair value at September 30, 2018 and December 31, 2017.

3. Joint Venture

3. Joint Venture	9 Months Ended
	Sep. 30, 2018
Notes
3. Joint Venture	3. JOINT VENTURE On May 7, 2012, the Company entered into a joint venture with NyacAU, LLC (“NyacAU”), an Alaskan private company, to bring Goldrich’s Chandalar placer gold properties into production as defined in the joint venture agreement. In each case as used herein in reference to the JV, ‘production’ is as defined by the JV agreement. As part of the agreement, Goldrich Placer, LLC (“Goldrich Placer”), a wholly-owned subsidiary of Goldrich and NyacAU (together the “Members”) formed a 50:50 joint venture company, Goldrich NyacAU Placer, LLC (“GNP”), to operate the Chandalar placer mines, with NyacAU acting as managing partner. Goldrich has no significant control or influence over the JV, and therefore accounts for its investment using the cost method. On June 23, 2015, the Company raised net proceeds of $1.1 million through the sale of 12.5% of the cash flows Goldrich Placer receives in the future from its interest in GNP (“Distribution Interest”), paid in cash under items #2 and #5, to Chandalar Gold, LLC (“CGL”) and GVC Capital, LLC, (“GVC”), both of which are non-related entities. Goldrich Placer retained its ownership of its 50% interest in GNP but, after the transaction, subject to the terms of the GNP operating agreement, Goldrich Placer will effectively receive approximately 43.75%, CGL will effectively receive 6% (12% of Goldrich Placer’s 50% of GNP = 6%) and GVC will effectively receive 0.25% (0.5% of Goldrich Placer’s 50% of GNP = 0.25%) of any distributions produced by GNP. As of December 31, 2017 and September 30, 2018, an amount of $35,794 has been accrued for this 12.5% and is included in accrued liabilities. Under the terms of the joint venture agreement (the “Agreement”), NyacAU provided funding to the JV. The loans are to be repaid from future production. According to the Agreement, on at least an annual basis, the JV shall allocate and distribute all revenue (whether in cash or as gold) generated from the JV’s placer operation in the following order: 1. Operating Expenses. GNP will first pay all Operating Expenses as defined in the Operating Agreement for placer mining operations at the Claims for the current mining year. Until Commercial Production is achieved, GNP will drawdown or use a line of credit from NyacAU (“LOC1”) to fund payment of the Operating Expenses and repay LOC1 to the extent of the current year's Operating Expenses. 2. Members' Distribution - Ten Percent (10%) Portion. After payment of Operating Expenses, GNP will distribute in kind twenty percent (20%) of the remaining gold produced, equally, ten percent (10%) to NyacAU as a Member of GNP and ten percent (10%) to Goldrich as a Member of GNP; provided, however, that, for so long as any secondary line of credit from NyacAU to GNP (“LOC2”) or loan from NyacAU to GNP to purchase the Jumbo Basin royalty (“Loan3”) are not paid in full, GNP shall retain one hundred percent (100%) of this distribution to Goldrich and shall apply such funds as payment to reduce the balance of LOC2 and Loan3 until they are paid in full. LOC2 has never been funded or utilized. At December 31, 2107 and at September 30, 2018, $95,239 of Loan3 remains unpaid. 3. LOC1 Payments. After payment of Operating Expenses and the Members' distribution, GNP will apply any remaining revenue to reduce the remaining balance of LOC1, if any, until it is paid in full. 4. Reserves. After payment of Operating Expenses, the Members' distribution, and payment of LOC1, the Company may fund Reserves in an amount that is consistent with the annual budget. 5. Member Distributions, LOC2 Payments and Loan3 Recovery. After payment of Operating Expenses, the Members', payment of LOC1, and funding of any Reserves, from any remaining gold production or revenue, the Company will distribute fifty percent (50%) to NyacAU as a Member of GNP and fifty percent (50%) to Goldrich as a Member of GNP; provided, however, that, for so long as LOC2 or Loan3 are not paid in full, GNP shall retain one hundred percent (100%) of the distribution to Goldrich and shall apply such funds as payment to reduce the balance of LOC2 and Loan3 until they are paid in full. Substantially all required allocations and distributions are made no later than October 31st of each year. At the time of distribution and the proceeds are identifiable and the likelihood of collection is determined, the Company recognizes joint venture revenue. As of November 19, 2018, a dissolution of the JV is likely, and no distributions under item 2 above for the production season have either been calculated or made. NyacAU has challenged its responsibility to declare or pay any distributions of this type due to the pending dissolution of the JV. The Company has refuted the challenge. The arbitration panel has communicated that the ruling on these issues is deferred until issuance of the Interim Award The Company and NyacAU are currently in arbitration. The Company challenged certain accounting treatment of capital leases, allocations of tax losses, charges to the JV for funding costs related to the JV manager’s financing, related-party transactions, and other items of dispute in a mediation that was unsuccessful in reaching an agreement. As a result, the Company filed for arbitration before a panel of three independent arbitrators to address these items. A successful arbitration may result in increases to the 2017 and 2016 distributions and revise the computation of these distributions in 2018. The arbitration proceedings are in progress as of November 19, 2018; no assurance can be given that the arbitration will be successful and the financial statements contain no adjustment for the outcome of the arbitration. The arbitration is proceeding on the basis that GNP will be dissolved. During the three-month period ended September 30, 2018, we made certain reclassifications from professional services expense, general and administrative expense and office supplies expense into GNP arbitration expense. The Company incurred $871,324, $1,600,687 and $40,000 in arbitration expenses during the three and nine-month period ended September 30, 2018 and year ended December 31, 2017, respectively. In addition, GNP was required to meet the Minimum Production Requirements as defined by the operating agreement. The Minimum Production Requirement for each year is determined by the price of gold on December 1 in the preceding year. The Minimum Production Requirements for 2016, 2017 and 2018 are 1,100, 1,200 and 1,300 ounces of fine gold, respectively, distributable to each of Goldrich and NyacAU. The Minimum Production Requirements for 2016, 2017 and 2018 must substantially be paid by October 31, 2018. The value of the combined 2016, 2017 and 2018 Minimum Production Requirements has been calculated at $4,428,000 using the price of gold at $1,230 per ounce at September 30, 2018. However, no receivable has been recorded for this amount due to the failure of the JV to meet the Minimum Production Requirements by October 2018, which will force the dissolution of the JV and makes the collection of this amount unlikely. NyacAU, the managing partner of GNP, has announced its intended dissolution of the GNP Joint Venture. Subsequent to any dissolution, NyacAU is entitled to a secured interest in all placer gold production from certain claims owned by Goldrich as collateral for repayment of fifty percent (50%) of LOC1. Arbitration proceedings may significantly affect the balance of LOC1, the magnitude of which cannot be estimated at November 19, 2018.

4. Related Party Transactions

4. Related Party Transactions	9 Months Ended
	Sep. 30, 2018
Notes
4. Related Party Transactions	4. RELATED PARTY TRANSACTIONS Beginning in January 2016 and through September 30, 2018, the salary of the Company’s Chief Executive Officer (“CEO”) has not been paid in full. Fees due to the Company’s Chief Financial Officer (“CFO”) have been accrued and remain unpaid: CEO Nine months ended 9/30/18 Year ended 12/31/17 Beginning Balance $192,500 $127,500 Deferred During Period 135,000 180,000 Cash Paid During Period (57,500) (115,000) Ending Balance $270,000 $192,500 CFO Nine months ended 9/30/18 Year ended 12/31/17 Beginning Balance $35,202 $35,093 Deferred During Period 58,938 46,145 Cash Paid During Period (29,515) (46,036) Ending Balance $64,625 $35,202 During the nine months ended September 30, 2018 the Company also awarded 1,850,000 shares of common stock to officers and director as compensation. The value of the shares awarded was $64,566 based upon the quoted value of the stock at the time of the grant.

5. Notes Payable & Notes Payabl

5. Notes Payable & Notes Payable - Related Party	9 Months Ended
	Sep. 30, 2018
Notes
5. Notes Payable & Notes Payable - Related Party	5. NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY During the year ended December 31, 2017, the Company received the first tranche of Notes payable for gross proceeds of $1,794,737, discounted at 5%, resulting in net proceeds of $1,705,000, of which $1,000,000 was from a major shareholder and director. The note agreement has been amended to accommodate total net proceeds of up, first to $2,750,000 and then to $3,250,000 subsequent to September 30, 2018. During the nine months ended September 30, 2018, the Company received the second tranche of the notes and recorded a liability of $1,100,000, discounted at 5%, or $55,000, resulting in net proceeds of $1,045,000, of which $845,000 was from a related party. At September 30, 2018, the Company had outstanding Notes payable – related party of $1,942,105 less remaining unamortized discounts of $69,302 for a net liability of $1,872,803. At December 31, 2017, the Company had outstanding Notes payable – related party of $1,052,632 less remaining unamortized discounts of $164,749 for a net liability of $887,883. The senior secured notes mature on October 31, 2018, have an interest rate of 15% per annum, calculated on a 360-day year and payable monthly, and were issued net of a 5% original issue discount. A total of 15,197,356 five-year Class T warrants have been issued to the lenders, including 10,196,047 to a related party in connection with the current and prior-period note issuances. The warrants have an exercise price of $0.03 and expire on various dates from November 30, 2022 through September 30, 2023. During the nine months ended September 30, 2018 the Company issued 5,774,997 warrants in connection with the notes payable. The warrants were valued at $151,145 and had an allocated fair value of $126,010. The Company paid finder fees totaling $30,000 to related party entities, and incurred $46,520 of other finance and placement costs. Interest of $102,436 and $243,400 was expensed during the three and nine month periods ended September 30, 2018, respectively, of which $137,991 is accrued at September 30, 2018 and is included in accounts payable and accrued liabilities. Interest due at September 30, 2018 was timely paid. As of November 19, 2018, the senior secured notes have not been paid, and the note holders have indicated willingness to work with the Company to extend the due date. The total fair value of the warrants was estimated on the issue dates at $344,523 using the following weighted average assumptions: 12/31/2017 through 09/13/2018 Market price of common stock on date of issuance $0.025 - $0.035 Risk-free interest rate 2.26% - 2.94% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 156.6% - 162.4% The senior secured notes are secured by distributions from the GNP joint venture. The notes rank junior to: (i) Any GNP Distributions that are only deemed to be made by GNP to Goldrich Placer pursuant to the Operating Agreement but are then withheld pursuant to Section 10.1 of the GNP Operating Agreement; and (ii) Any GNP Distributions that are made by the GNP to Goldrich Placer pursuant to the GNP Operating Agreement but are then withheld to pay Loan 3 and 2012 reclamation expenses; and (iii) Any GNP Distributions that are made by the GNP to Goldrich Placer pursuant to the Operating Agreement but are then used to pay legal fees relating to mediation/arbitration concerning distributions due to Goldrich Placer from GNP; and (iv) Any GNP Distributions that are part of the Chandalar Sale, described below; and (v) Any GNP Distributions that are part of the GVC Sale, described below; and (vi) Any GNP Distributions which are secured by the Company’s outstanding Senior Gold Forward Sales Contracts. The Chandalar Sale relates to a purchase agreement, dated as of June 19, 2015, whereby the Company, through its subsidiary Goldrich Placer, sold and assigned to CGL 12% of any and all GNP Distributions to Goldrich Placer, subject to the limitations set forth in the purchase agreement and the related assignment. See Note 3 Joint Venture See Note 3 Joint Venture Repayment of all amounts owed under the notes are guaranteed by Goldrich Placer, which in turn owns a 50% interest in Goldrich NyacAU Placer LLC. See Note 3 Joint Venture At September 30, 2018, the Company had outstanding notes payable of $952,633 less remaining unamortized discounts of $940 for a net liability of $951,693. At December 31, 2017, the Company had outstanding total notes payable of $742,105 less remaining unamortized discounts of $115,998 for a net liability of $626,107.

6. Notes Payable in Gold

6. Notes Payable in Gold	9 Months Ended
	Sep. 30, 2018
Notes
6. Notes Payable in Gold	6. NOTES PAYABLE IN GOLD During 2013, the Company issued notes payable in gold totaling $820,000, less a discount of $205,000, for proceeds of $615,000.. Under the terms of the notes, the Company agreed to deliver gold to the holders at the lesser of $1,350 per ounce of fine gold or a 25% discount to market price as calculated on the contract date and specify delivery of gold in November 2014. On November 30, 2017, the Company renegotiated terms with the holders. A default condition arising from the non-delivery of the gold in 2017 was alleviated by agreements with the three note holders to extend the delivery date of gold to November 30, 2018, with the following terms: · · · For the nine months ended September 30, 2018, using a forward gold price of $1,230, the Company recognized a change in fair value of $4,322 in accounting for these notes as derivatives. The fair value was calculated using the market approach with Level 2 inputs. At September 30, 2018 and December 31, 2017, the Company had outstanding total notes payable in gold of $328,017 and $355,950, respectively, representing 266.788 ounces of fine gold deliverable at November 30, 2018.

7. Commitments and Contingencie

7. Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Notes
7. Commitments and Contingencies	7. COMMITMENTS AND CONTINGENCIES The Company has 426.5 acres of patented claims and 22,432 acres of non-patented claims. We are subject to annual claims rental fees in order to maintain our non-patented claims. In addition to the annual claims rental fees due November 30 of each year, we are also required to meet annual labor requirements due November 30 of each year. The Company is able to carry forward costs for annual labor that exceed the required yearly totals for four years. Following are the annual claims and labor requirements for 2018. November 30, 2018 Claims Rental $ 90,670 Annual Labor 61,100 Yearly Totals $ 151,770 The Company has a carryover to 2018 of approximately $22.3 million to satisfy its annual labor requirements. This carryover expires in the years 2018 through 2023 if unneeded to satisfy requirements in those years. The Company and NyacAU are currently in arbitration. The Company challenged certain accounting treatment of capital leases, allocations of tax losses, charges to the JV for funding costs related to the JV manager’s financing, related-party transactions, and other items of dispute in a mediation that was unsuccessful in reaching an agreement. As a result, the Company filed for arbitration before a panel of three independent arbitrators to address these items. A successful arbitration may result in increases to the 2017 and 2016 distributions and revise the computation of these distributions in 2018. The arbitration proceedings are in progress as of November 19, 2018; no assurance can be given that the arbitration will be successful. In addition, GNP was required to meet the Minimum Production Requirements as defined by the operating agreement. The Minimum Production Requirement for each year was determined by the price of gold on December 1 in the preceding year. The Minimum Production Requirements for 2016, 2017 and 2018 was 1,100, 1,200 and 1,300 ounces of fine gold, respectively, distributable to each of Goldrich and NyacAU. The Minimum Production Requirements for 2016, 2017 and 2018 were required to be substantially paid by October 31, 2018. GNP did not meet the Minimum Production Requirements by October 31, 2018 which will cause the dissolution of the JV. The arbitration is proceeding on the basis that GNP will be dissolved. Subsequent to any dissolution, NyacAU is entitled to a secured interest in all placer gold production from certain claims owned by Goldrich as collateral for repayment of fifty percent (50%) of LOC1. Arbitration proceedings may significantly affect the balance of LOC1, the magnitude of which cannot be estimated at November 19, 2018. The Company is required to make accruals for estimated reclamation costs for exploration and mining activities it undertakes. The company has mase sufficient accruals to cover such estimates, including an agreed reclamation cost of approximately $49,000 that may be paid to the JV partner under the arbitration ruling. These costs are related to the JV's expenses incurred for remediation of the Company's reclamation issues occuring prior to the JV's activities. Reclamation obligations and accruals for the JV activities are the responsibility of the JV.

8. Subsequent Events

8. Subsequent Events	9 Months Ended
	Sep. 30, 2018
Notes
8. Subsequent Events	8. SUBSEQUENT EVENTS On October 5, 2018, the Company closed on additional borrowings for net proceeds of $150,000 under the Senior Secured Notes previously announced on February 13, 2018, bringing the net proceeds of the Notes to $2,900,000. The Note has been increased to accommodate total net proceeds of up to $3,250,000. Of the additional net proceeds, a total of $150,000 was received from a major shareholder and director of the Company.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies: Reclassifications (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Reclassifications	Reclassifications Certain reclassifications have been made to conform prior year’s data to the current presentation. During the three months ended September 30, 2018, management reclassified Arbitration expenses of approximately $1.6M from Professional services, General and administrative, and Office supplies and other line items on previously reported Consolidated Statements of Operations captions to a separate line item because of its significance to the Company’s operations during the period. The reclassification has no impact of total net loss for the three or nine months periods ended September 30, 2018.

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Earnings (loss) Per Common Share	Earnings (Loss) Per Share We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At September 30, 2018, there were 139,573,798 shares of our common stock issued and outstanding. For the periods ended September 30, 2018 and 2017, the effect of the Company’s outstanding preferred shares, options and warrants, totaling 108,490,017 and 93,963,714, respectively, would have been anti-dilutive.

2. Summary of Significant Acc_4

2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Accounting For Investments in Joint Ventures	Accounting for Investments in Joint Ventures For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties and in which the Company has significant influence, the equity method is utilized whereby the Company’s share of the venture’s earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. Goldrich has no significant influence over its joint venture described in Note 3 Joint Venture For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of a non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee. Goldrich currently has no joint venture of this nature. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.

2. Summary of Significant Acc_5

2. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue Recognition. The new ASU establishes a new five step principles-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU No. 2015-14 deferred the effective date of ASU No. 2014-09 until annual and interim reporting periods beginning after December 15, 2017. We adopted ASU No. 2014-09 as of January 1, 2018 using the modified-retrospective transition approach. We performed an assessment of the impact of implementation of ASU No. 2014-09, and concluded it did not change the timing of revenue recognition or amounts of revenue recognized compared to how we recognized revenue under our previous policies. Adoption of ASU No. 2014-09 requires additional disclosures, where applicable, on (i) contracts with customers, (ii) significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations and the transaction price, and (iii) assets recognized for costs to obtain or fulfill contracts. See Note 3 for information on our sales of products. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). The update modifies the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the potential impact of implementing this update on the consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Adoption of the update on January 1, 2018 had no impact on the consolidated financial statements In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Adoption of the update on January 1, 2018 had no impact on the consolidated financial statements In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the update to potential future acquisitions. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

2. Summary of Significant Acc_6

2. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

2. Summary of Significant Acc_7

2. Summary of Significant Accounting Policies: Use of Estimates (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, accrued remediation costs, asset retirement obligations, stock-based compensation, and deferred tax assets and related valuation allowances. Actual results could differ from those estimates.

2. Summary of Significant Acc_8

2. Summary of Significant Accounting Policies: Plant, Equipment, and Accumulated Depreciation (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Plant, Equipment, and Accumulated Depreciation	Property, Equipment, and Accumulated Depreciation Property and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Company’s common stock issued. The Company’s property and equipment are located on the Company’s unpatented state mining claims located in the Chandalar mining district of Alaska, with only a minor portion located in Spokane, WA, consisting of office equipment. All property and equipment purchased prior to 2009 are fully depreciated. The Company’s equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located at Company offices in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements, which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life. When a fixed asset is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations.

2. Summary of Significant Acc_9

2. Summary of Significant Accounting Policies: Mining Properties, Claims and Royalty Option (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Mining Properties, Claims and Royalty Option	Mining Properties, Claims, and Royalty Option The Company capitalizes costs for acquiring mineral properties, claims and royalty option and expenses, costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

2. Summary of Significant Ac_10

2. Summary of Significant Accounting Policies: Income Taxes (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Income Taxes	Income Taxes Income taxes are recognized in accordance with Accounting Standards Codification (“ASC”) 740 Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return.

2. Summary of Significant Ac_11

2. Summary of Significant Accounting Policies: Revenue Recognition (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Revenue Recognition	Revenue Recognition The Company does not have joint control or significant influence over the joint venture; therefore, distributions from our joint venture are recognized using the cost method. In accordance with ASU No. 2014-09, the Company has determined that our revenue does not arise from contracts with customers, does not involve satisfaction of any performance obligations on the part of the Company, or require Company assets to be recognized or applied to determine costs to obtain or fulfill any contract generating revenue. The Company’s revenue is generating through profit percentage split through its non-controlling ownership of the joint venture. Revenues are derived as a percentage of joint venture profits, which are not reasonably estimable and cannot be determined by the joint venture until after the completion of the accounting for each annual mining season, which occurs in the fourth quarter of each year.

2. Summary of Significant Ac_12

2. Summary of Significant Accounting Policies: Stock-based Compensation (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Stock-based Compensation	Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Company’s common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight-line basis. Compensation expense for grants that vest immediately are recognized in the period of grant.

2. Summary of Significant Ac_13

2. Summary of Significant Accounting Policies: Exploration Costs (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Exploration Costs	<!--egx--><p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'><u>Exploration Costs</u></p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none;text-align:justify'> </p> <p style='margin:0in;margin-bottom:.0001pt;text-autospace:none'>Exploration costs are expensed in the period in which they occur.</p>

2. Summary of Significant Ac_14

2. Summary of Significant Accounting Policies: Derivatives (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Derivatives	Derivatives The Company measures derivative contracts as assets or liabilities based on their fair value. Gains or losses resulting from changes in the fair value of derivatives in each period are recorded in current operating results. None of the Company’s derivative contracts qualify for hedge accounting. The Company does not hold or issue derivative financial instruments for speculative trading purposes.

2. Summary of Significant Ac_15

2. Summary of Significant Accounting Policies: Remediation and Asset Retirement Obligation (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Remediation and Asset Retirement Obligation	Remediation and Asset Retirement Obligation The Company’s operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long-lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management’s estimate of amounts expected to be incurred when the remediation work is performed.

2. Summary of Significant Ac_16

2. Summary of Significant Accounting Policies: Fair Value Measurements (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Fair Value Measurements	Fair Value Measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. During 2018 and 2017, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance September 30, 2018 Balance December 31, 2017 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 328,017 $ 355,950 2 The carrying amounts of financial instruments, including notes payable and related party notes payable, approximate fair value at September 30, 2018 and December 31, 2017.

2. Summary of Significant Ac_17

2. Summary of Significant Accounting Policies: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)	9 Months Ended
	Sep. 30, 2018
Tables/Schedules
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Balance September 30, 2018 Balance December 31, 2017 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 328,017 $ 355,950 2

4. Related Party Transactions_

4. Related Party Transactions: Schedule of Related Party Transactions (Tables)	9 Months Ended
	Sep. 30, 2018
Tables/Schedules
Schedule of Related Party Transactions	CEO Nine months ended 9/30/18 Year ended 12/31/17 Beginning Balance $192,500 $127,500 Deferred During Period 135,000 180,000 Cash Paid During Period (57,500) (115,000) Ending Balance $270,000 $192,500 CFO Nine months ended 9/30/18 Year ended 12/31/17 Beginning Balance $35,202 $35,093 Deferred During Period 58,938 46,145 Cash Paid During Period (29,515) (46,036) Ending Balance $64,625 $35,202

5. Notes Payable & Notes Paya_2

5. Notes Payable & Notes Payable - Related Party: Fair value of warrants (Tables)	9 Months Ended
	Sep. 30, 2018
Tables/Schedules
Fair value of warrants	12/31/2017 through 09/13/2018 Market price of common stock on date of issuance $0.025 - $0.035 Risk-free interest rate 2.26% - 2.94% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 156.6% - 162.4%

7. Commitments and Contingenc_2

7. Commitments and Contingencies: Patented and nonpatented claims, annual costs (Tables)	9 Months Ended
	Sep. 30, 2018
Tables/Schedules
Patented and nonpatented claims, annual costs	November 30, 2018 Claims Rental $ 90,670 Annual Labor 61,100 Yearly Totals $ 151,770

1. Basis of Presentation (Detai

1. Basis of Presentation (Details)	9 Months Ended
	Sep. 30, 2018
Details
Substantial Doubt about Going Concern	The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds.

2. Summary of Significant Ac_18

2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Details) - $ / shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Details
Common Stock, Shares Authorized	250,000,000		250,000,000
Common Stock, Par Value	$ 0.10		$ 0.10
Common Stock, Shares Outstanding	139,573,798		134,107,809
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	108,490,017	93,963,714

2. Summary of Significant Ac_19

2. Summary of Significant Accounting Policies: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Details
Notes payable in gold	$ 328,017	$ 355,950

3. Joint Venture (Details)

3. Joint Venture (Details)	9 Months Ended
	Sep. 30, 2018
Description of Litigation
Legal Matters and Contingencies	The Company and NyacAU are currently in arbitration. The Company challenged certain accounting treatment of capital leases, allocations of tax losses, charges to the JV for funding costs related to the JV manager’s financing, related-party transactions, and other items of dispute in a mediation that was unsuccessful in reaching an agreement. As a result, the Company has filed for arbitration before a panel of three independent arbitrators to address these items.

4. Related Party Transactions_2

4. Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
CEO
Officers' Compensation	$ 270,000	$ 192,500
CFO
Officers' Compensation	$ 64,625	$ 35,202

4. Related Party Transactions (

4. Related Party Transactions (Details) - Stock issued to directors	9 Months Ended
	Sep. 30, 2018USD ($)shares
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | shares	1,850,000
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $	$ 64,566

5. Notes Payable & Notes Paya_3

5. Notes Payable & Notes Payable - Related Party (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Details
Notes payable related party	$ 1,942,105	$ 1,052,632
Notes payable related party, less unamortized discounts	69,302	164,749
Notes payable related party, net	1,872,803	887,883
Fair value of warrants estimated on issue dates	344,523
Notes Payable	952,633	742,105
Debt Instrument, Unamortized Discount, Current	940	115,998
Notes payable net liability	$ 951,693	$ 626,107

6. Notes Payable in Gold (Detai

6. Notes Payable in Gold (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2013	Dec. 31, 2017
Details
Principal amount of notes payable in gold		$ 820,000
Discount on notes payable in gold		205,000
Proceeds from notes payable in gold and warrants, net		$ 615,000
Change in fair value, notes payable in gold	$ 4,322
Notes payable in gold	$ 328,017		$ 355,950

7. Commitments and Contingenc_3

7. Commitments and Contingencies: Patented and nonpatented claims, annual costs (Details)	Nov. 30, 2018USD ($)
Details
Claims rental	$ 90,670
Annual labor requirement	61,100
Non-patented claims expense	$ 151,770

7. Commitments and Contingenc_4

7. Commitments and Contingencies (Details)	9 Months Ended
	Sep. 30, 2018
Litigation
Legal Matters and Contingencies	The Company and NyacAU are currently in arbitration. The Company challenged certain accounting treatment of capital leases, allocations of tax losses, charges to the JV for funding costs related to the JV manager’s financing, related-party transactions, and other items of dispute in a mediation that was unsuccessful in reaching an agreement. As a result, the Company has filed for arbitration before a panel of three independent arbitrators to address these items.

8. Subsequent Events (Details)

8. Subsequent Events (Details)	9 Months Ended
	Sep. 30, 2018
Details
Subsequent Event, Description	On October 5, 2018, the Company closed on additional borrowings for net proceeds of $150,000 under the Senior Secured Notes previously announced on February 13, 2018, bringing the net proceeds of the Notes to $2,900,000.