5. Notes Payable & Notes Payable - Related Party | 5. NOTES PAYABLE & NOTES PAYABLE RELATED PARTY At December 31, 2018, the Company had outstanding Notes payable of $952,634 and outstanding Notes payable - related party of $2,378,947, with all discounts being amortized. The Notes payable and Notes payable - related party had matured on October 31, 2018 and are now due on demand. During the three and six months ended June 30, 2019, the Company received the third and fourth tranche of the notes payable for $89,474 and $284,210, respectively, discounted at 5%, or $4,474 and $14,210, resulting in net proceeds of $85,000 and $270,000, of which $71,000 and $206,000 was from a related party. The notes are due upon demand; therefore, the discounts were immediately expensed to finance costs. At June 30, 2019, the Company had outstanding Notes payable of $1,020,000 and outstanding Notes payable related party of $2,595,790, with all discounts being amortized. The Company is in negotiations with holders of the Notes payable and Notes payable related party to amend payment terms. The notes 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 18,982,878 five-year Class T warrants have been issued to the lenders, including 13,627,886 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 June 21, 2024. During the six months ended June 30, 2019, the Company issued 1,492,102 warrants in connection with the notes payable. The warrants had a fair value of $17,668 and had an allocated relative fair value of $15,600. A total of 1,518,630 five-year Class T warrants have been issued for finders fees related to this debt financing including 1,090,231 to a related party. The warrants issued for finders fees were fair valued at $25,864 and $26,354 for the three and six months ended June 30, 2019, using a Black Scholes valuation model (see table below), and are included in interest expense and finance costs. During the three and six months ended June 30, 2019, the Company accrued cash finders fees related to this debt financing totaling $40,350 and $45,900 compared to $21,000 for each for the three- and six-month periods ended June 30, 2018 to related party entities and are included in interest expense and finance costs. Interest and financing costs, including finders fees, of $127,048 and $172,948 were expensed during the three and six months ended June 30, 2019 compared to $62,404 and $62,404 expensed during the three and six months ended June 30, 2018. Total interest of $441,613 is accrued at June 30, 2019 and is included in Interest payable and Interest payable related parties. Interest due at June 30, 2019 was not timely paid. To date, the 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 notes due, the amount received with discount, warrants issued for finders fees and cash expensed for finders fees for all periods related to the notes payable and 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 Notes Payable June 30, 2019 $ 50,000 $ 52,632 276,315 22,105 $ 1,500 Total Notes Payable $ 969,000 $ 1,020,000 5,354,992 428,399 $ 7,920 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 Related Party June 30, 2019 $ 135,000 $ 142,105 746,051 59,684 $ 4,050 Total Related Party $ 2,466,000 $ 2,595,790 13,627,886 1,090,231 $ 73,980 Total $ 3,435,000 $ 3,615,790 18,982,878 1,518,630 $ 81,900 The total fair value of the Class T warrants was estimated on the issue dates at $25,863 and $68,747 for the six months ended June 30, 2019 and June 30, 2018, respectively, using the following weighted average assumptions: June 30, 2019 June 30, 2018 Market price of common stock on date of issuance $0.007 - $0.0275 $0.02 Risk-free interest rate 1.8% - 2.51% 2.58% Expected dividend yield 0 0 Expected term (in years) 5 5 Expected volatility 154.7% - 162.5% 155.5% The notes are secured by distributions from the GNP joint venture. The notes are senior to general non-trade creditors and all equity holders in the event of dissolution of the Company with a distribution of assets. 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; (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 |