5. Notes Payable & Notes Payable - Related Party | 5. NOTES PAYABLE & NOTES PAYABLE RELATED PARTY During the three months ended March 31, 2019, the Company received the third tranche of the notes payable for $89,474, discounted at 5%, or $4,474, resulting in net proceeds of $85,000, of which $71,000 was from a related party. At March 31, 2019, the Company had outstanding Notes payable of $967,371, with all discounts being amortized. At December 31, 2018, the Company had outstanding Notes payable of $952,634, with all discounts being amortized. At March 31, 2019, the Company had outstanding Notes payable related party of $2,453,684, with all discounts being amortized. At December 31, 2018, the Company had outstanding Notes payable related party of $2,378,947, with all discounts being amortized. These Notes payable and Notes payable related party are high risk debt instruments, and therefore include terms that are not typical to debt instruments of lower risk. The terms include an interest rate that may be higher than a rate on a low risk note, a discount on the cash received by the Company, warrants based on the debts principal and a market-based finders fee with a portion payable in cash and another portion payable in warrants. The senior secured notes were scheduled to 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 17,960,512 five-year Class T warrants have been issued to the lenders, including 12,881,835 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 January 31, 2024. During the three months ended March 31, 2019, the Company issued 1,906,577 warrants in connection with the notes payable. The warrants were valued at $8,997 and had an allocated relative fair value of $7,753. A total of 1,436,841 five-year Class T warrants have been issued for finders fees related to this debt financing including 1,030,547 to a related party. The warrants issued for finders fees were fair valued at $25,863 for the three months ended March 31, 2019, using a Black Scholes valuation model (see table below), and are included in interest expense and finance costs. During the three months ended March 31, 2019 and 2018, the Company accrued cash finders fees related to this debt financing totaling $40,350 and $21,000, respectively, to related party entities and are included in interest expense and finance costs. Interest and financing costs, including finders fees, of $127,048 and $62,404 were expensed during the three months ended March 31, 2019 and March 31, 2018, respectively. Total interest of $309,478 is accrued at March 31, 2019 and is included in Interest payable and Interest payable related parties. Interest due at March 31, 2019 was not timely paid. To date, the senior secured notes have not been paid, and the note holders have not demanded payment and have indicated willingness to work with the Company to extend the due date. The table below summarizes the total senior secured notes due, the amount received with discount, warrants issued for finders fees and cash expensed for finders fees for all periods related to the senior secured notes payable and senior secured notes payable related party. Tranche Date Net amount after 5% Discount Note Prior to Discount Warrants issued to lenders Finders fees in Warrants Finders fees in Cash Notes Payable Dec. 22, 2017 $ 705,000 $ 742,105 3,896,047 311,684 $ - Notes Payable Dec. 24, 2018 $ 200,000 $ 210,526 1,105,262 88,421 $ 6,000 Notes Payable March 31, 2019 $ 14,000 $ 14,737 77,368 6,189 $ 420 $ 919,000 $ 967,368 5,078,677 406,294 $ 6,420 Related Party Dec. 22, 2017 $ 1,000,000 $ 1,052,632 5,526,312 442,105 $ 30,000 Related Party Dec. 24, 2018 $ 1,260,000 $ 1,326,316 6,963,155 557,052 $ 37,800 Related Party March 31, 2019 $ 71,000 $ 74,737 392,368 31,390 $ 2,130 $ 2,331,000 $ 2,453,685 12,881,835 1,030,547 $ 69,930 $ 3,250,000 $ 3,421,053 17,960,512 1,436,841 $ 76,350 The total fair value of the Class T warrants was estimated on the issue dates at $34,860 and $0 for the three months ended March 31, 2019 and March 31, 2018, respectively, using the following weighted average assumptions: March 31, 2019 Market price of common stock on date of issuance $0.02 - $0.0275 Risk-free interest rate 2.43% - 2.51% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 154.7% - 155.6% 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 Operating Agreement; and (ii) Any GNP Distributions that are made by 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 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 Companys 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 |