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 nine months ended September 30, 2019, the Company received the third, fourth, and fifth tranches of the notes payable for $318,947 and $603,158, for the respective periods, discounted at 5%, or $15,947 and $30,158, resulting in net proceeds of $303,000 and $573,000 for the three and nine months ended September 30, 2019, respectively, of which $303,000 and $509,000 net, was from a related party, respectively. The notes are due upon demand; therefore, the discounts and related warrants issued with them were immediately expensed to finance costs. At September 30, 2019, the Company had outstanding Notes payable of $1,020,000 and outstanding Notes payable related party of $2,914,737, with all discounts fully 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 20,657,349 five-year Class T warrants have been issued to the lenders, including 15,302,357 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, 2024. During the nine months ended September 30, 2019, the Company issued 3,166,573 warrants in connection with the notes payable. The warrants had a fair value of $46,327 and had an allocated relative fair value of $40,553. A total of 1,652,588 five-year Class T warrants have been issued for finders fees related to this debt financing including 1,224,189 to a related party. The warrants issued for finders fees were fair valued at $1,741 and $28,095 for the three and nine months ended September 30, 2019, using a Black Scholes valuation model (see table below), and are included in interest expense and finance costs. During the three and nine months ended September 30, 2019, the Company accrued cash finders fees related to this debt financing totaling $9,090 and $54,990 compared to $21,000 for each for the three- and nine-month periods ended September 30, 2018 to related party entities and are included in interest expense and finance costs. Interest of $140,419 and $396,286 were expensed during the three and nine months ended September 30, 2019 compared to $101,331 and $240,141 expensed during the three and nine months ended September 30, 2018. Total interest for the notes of $582,032 is accrued at September 30, 2019 and is included in Interest payable and Interest payable related parties. Interest due at September 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. Interest payable on the consolidated balance sheet also includes $11,217 interest accrued on a Related parties payable and $8,620 accrued on Notes payable in gold. 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 $ - Dec. 24, 2018 200,000 210,526 1,105,262 88,421 6,000 March 31, 2019 14,000 14,737 77,368 6,189 420 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 Dec. 24, 2018 1,260,000 1,326,316 6,963,155 557,052 37,800 March 31, 2019 71,000 74,737 392,368 31,390 2,130 June 30, 2019 135,000 142,105 746,051 59,684 4,050 Sept. 30, 2019 303,000 318,947 1,674,471 133,958 9,090 Total Notes Payable -Related Party 2,769,000 2,914,737 15,302,357 1,224,189 83,070 Total $ 3,738,000 $ 3,934,737 20,657,349 1,652,588 $ 90,990 The total fair value of the Class T warrants was estimated on the issue dates at $46,327 and $151,145 for the nine months ended September 30, 2019 and 2018, respectively, using the following weighted average assumptions: September 30, 2019 September 30, 2018 Market price of common stock on date of issuance $0.007 - $0.0275 $0.02 - $0.033 Risk-free interest rate 1.42% - 2.51% 2.58% - 2.87% Expected dividend yield 0 0 Expected term (in years) 5 5 Expected volatility 154.7% - 172% 155.5% - 158% Subsequent to the close of the quarter, effective November 1, 2019, the Company entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (the Amended Agreement) with Nicholas Gallagher (Gallagher), a related party and member of the Companys Board of Directors, in his capacity as agent for and on behalf of the holders of the Notes payable. No compensation was paid or accrued for Mr. Gallagher, either in cash or warrants, for his services as agent for other holders. Pursuant to the Amended Agreement, in exchange for the secured promissory notes and other consideration: 1. 2. 3. 4. 5. a. b. Under the Amended Agreement, for each holder of the Notes payable, whether or not a related party: 1. 2. 3. a. b. c. In an agreement separate from the Amended Agreement, Goldrich and Mr. Gallagher agreed that Mr. Gallagher, at his option, has the right to convert outstanding but unpaid and future interest on his loan into stock of the Company at $0.015 per share. In another agreement separate from the Amended Agreement, Goldrich and holders, other than Mr. Gallagher, agreed to convert $36,813 of unpaid interest into stock of the Company at $0.015 per share. During 2020, a total of 13,719,248 common shares with a basis of $0.015 per share, were issued to the holders, reducing interest payable by $205,789 (see Note 8 Subsequent Events Several events of default were enumerated in the Amended Agreement, including the following: a. b. c. d. e. |