Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 18, 2020 | |
Details | ||
Registrant CIK | 0000059860 | |
Fiscal Year End | --12-31 | |
Registrant Name | GOLDRICH MINING COMPANY | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2020 | |
Tax Identification Number (TIN) | 91-0742812 | |
Number of common stock shares outstanding | 167,926,376 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | No | |
Interactive Data Current | No | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Entity File Number | 001-06412 | |
Entity Incorporation, State or Country Code | AK | |
Entity Address, Address Line One | 2607 Southeast Blvd, Ste. B211 | |
Entity Address, City or Town | Spokane | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 99223-4942 | |
City Area Code | 509 | |
Local Phone Number | 535-7367 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Goldrich Mining Company Consoli
Goldrich Mining Company Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 41,360 | $ 1,274 |
Prepaid expenses | 173,711 | 96,574 |
Total current assets | 215,071 | 97,848 |
Property, equipment, and mining claims: | ||
Equipment, net | 479 | 716 |
Mining properties, claims, and royalty option | 626,428 | 626,428 |
Total property, equipment and mining claims | 626,907 | 627,144 |
Total assets | 841,978 | 724,992 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Total liabilities | 8,632,154 | 8,084,670 |
Total stockholders' deficit | (7,790,176) | (7,359,678) |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,772,242 | 1,656,854 |
Interest payable | 285,588 | 223,555 |
Interest payable - related party | 563,542 | 439,121 |
Related parties payables | 647,616 | 600,147 |
Notes payable | 1,062,105 | 1,020,000 |
Notes payable - related party | 3,377,895 | 3,246,316 |
Notes payable in gold | 429,249 | 406,319 |
Dividends payable on preferred stock | 30,618 | 30,618 |
Total current liabilities | 8,168,855 | 7,622,930 |
Long-term liabilities: | ||
Interest payable in stock | 36,813 | 36,813 |
Interest payable in stock - related party | 168,976 | 168,976 |
Remediation and asset retirement obligation | 257,510 | 255,951 |
Total long-term liabilities | 463,299 | 461,740 |
Commitments and contingencies (Notes 3, 5, 7) | 0 | 0 |
Stockholders' deficit: | ||
Preferred stock; no par value, 8,998,700 shares authorized; no shares issued or outstanding | 0 | 0 |
Preferred Stock Series A Value | 150,000 | 150,000 |
Preferred Stock Series B Value | 57,758 | 57,758 |
Preferred Stock Series C Value | 52,588 | 52,588 |
Preferred Stock Series D Value | 0 | 0 |
Preferred Stock Series E Value | 10,829 | 10,829 |
Preferred Stock Series F Value | 0 | 0 |
Common stock; $0.10 par value, 250,000,000 shares authorized; 139,573,798 issued and outstanding, respectively | 13,957,380 | 13,957,380 |
Additional paid-in capital | 13,905,542 | 13,905,542 |
Accumulated deficit | (35,924,273) | (35,493,775) |
Total liabilities and stockholders' deficit | $ 841,978 | $ 724,992 |
Goldrich Mining Company Conso_2
Goldrich Mining Company Consolidated Balance Sheets (Unaudited) - Parenthetical - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 8,998,700 | 8,998,700 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 139,573,798 | 139,573,798 |
Common Stock, Shares, Outstanding | 139,573,798 | 139,573,798 |
Series A | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 150,000 | 150,000 |
Preferred Stock, Shares Issued | 150,000 | 150,000 |
Series B | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Outstanding | 200 | 200 |
Preferred Stock, Shares Issued | 200 | 200 |
Series C | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 250 | 250 |
Preferred Stock, Shares Outstanding | 250 | 250 |
Preferred Stock, Shares Issued | 250 | 250 |
Series D | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 150 | 150 |
Preferred Stock, Shares Outstanding | 150 | 150 |
Preferred Stock, Shares Issued | 150 | 150 |
Series E | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Outstanding | 300 | 300 |
Preferred Stock, Shares Issued | 300 | 300 |
Series F | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Outstanding | 153 | 153 |
Goldrich Mining Company Conso_3
Goldrich Mining Company Consolidated Statements of Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating expenses: | ||
Mine preparation costs | $ 81,570 | $ 27,776 |
Depreciation | 237 | 331 |
Management fees and salaries | 47,469 | 61,938 |
Professional services | 6,137 | 35,325 |
General and administration | 71,548 | 49,031 |
Office supplies and other | 1,385 | 1,480 |
Directors' fees | 3,000 | 8,000 |
Mineral property maintenance | 27,403 | 22,667 |
Arbitration costs | 5,838 | (46,724) |
Total operating expenses | 244,587 | 159,824 |
Other expense: | ||
Change in fair value of notes payable in gold | 22,930 | 9,777 |
Interest expense and finance costs | 162,981 | 213,941 |
Total other expense | 185,911 | 223,718 |
Net loss | 430,498 | 383,542 |
Preferred dividends | 1,896 | 7,604 |
Net loss available to common stockholders | $ 432,394 | $ 391,146 |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding - basic and diluted | 139,573,798 | 139,573,798 |
Goldrich Mining Company Conso_4
Goldrich Mining Company Consolidated Statements of Stockholders' (Deficit) (Unaudited) - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity balance at Dec. 31, 2018 | $ 13,957,380 | $ 271,175 | $ 13,832,978 | $ (32,890,710) | $ (4,829,177) |
Shares outstanding at Dec. 31, 2018 | 139,573,798 | 151,053 | |||
Warrants issued with notes payable | 7,754 | 7,754 | |||
Stock issued value warrants issued finders fees | 25,864 | 25,864 | |||
Net Loss | (383,542) | (383,542) | |||
Shares outstanding at Mar. 31, 2019 | 139,573,798 | 151,053 | |||
Equity balance at Mar. 31, 2019 | $ 13,957,380 | $ 271,175 | 13,866,596 | (33,274,252) | (5,179,101) |
Equity balance at Dec. 31, 2019 | $ 13,957,380 | $ 271,175 | 13,905,542 | (35,493,775) | (7,359,678) |
Shares outstanding at Dec. 31, 2019 | 139,573,798 | 151,053 | |||
Net Loss | (430,498) | (430,498) | |||
Shares outstanding at Mar. 31, 2020 | 139,573,798 | 151,053 | |||
Equity balance at Mar. 31, 2020 | $ 13,957,380 | $ 271,175 | $ 13,905,542 | $ (35,924,273) | $ (7,790,176) |
Goldrich Mining Company Conso_5
Goldrich Mining Company Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (430,498) | $ (383,542) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 237 | 331 |
Change in fair value of notes payable in gold | 22,930 | 9,777 |
Warrants issued for finance costs | 0 | 33,618 |
Discount on note payable | 8,684 | 4,473 |
Accretion of asset retirement obligation | 1,559 | 3,478 |
Change in: | ||
Prepaid expenses | (77,137) | (36,104) |
Accounts payable and accrued liabilities | 115,388 | 125,356 |
Interest payable | 62,033 | (17,711) |
Interest payable - related parties | 124,421 | 91,079 |
Related parties payable | 47,469 | 24,898 |
Net cash used - operating activities | (124,914) | (144,347) |
Cash flows from financing activities: | ||
Proceeds on notes payable and warrants, net | 40,000 | 14,000 |
Proceeds from notes payable and warrants - related party, net | 125,000 | 71,000 |
Net cash provided - financing activities | 165,000 | 85,000 |
Net increase (decrease) in cash and cash equivalents | 40,086 | (59,347) |
Cash and cash equivalents, beginning of period | 1,274 | 77,178 |
Cash and cash equivalents, end of period | $ 41,360 | $ 17,831 |
1. Basis of Presentation
1. Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
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 Companys 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 three-month period ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. For further information refer to the financial statements and footnotes thereto in the Companys Annual Report on Form 10-K for the year ended December 31, 2019. 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 an accumulated deficit of $35,924,273 at March 31, 2020. These factors raise substantial doubt about the Companys ability to continue as a going concern. 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 Companys ability to raise capital to fund its future exploration and working capital requirements. The Companys plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Companys future operations through sales of its common stock and/or debt. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
2. Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reclassifications Certain prior period amounts have been reclassified to conform to the 2020 financial statement presentation. Reclassifications had no effect on net loss, stockholders' equity, or cash flows as previously reported. Earnings (Loss) Per Share We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At March 31, 2020, there were 139,573,798 shares of our common stock issued and outstanding. Subsequent to March 31, 2020, at the special shareholders meeting on November 13, 2020, the Companys shareholders authorized the Company to issue up to 750,000,000 shares of common stock, $0.10 par value per share. For the periods ended March 31, 2020 and 2019, the effect of the Companys outstanding preferred shares, options and warrants, totaling 88,590,499 and 105,868,923, respectively, would have been anti-dilutive. The total of dilutive instruments decreased during the three-month period ended March 31, 2020 due to the expiration of the Class O warrants. Accounting for Investments in Joint Ventures ASC 321 Investments Equity Securities The Company has an equity interest in Goldrich NyacAU Placer LLC, a 50%-owned joint venture in which the Company does not have joint control or significant influence. See Note 3 Joint Venture Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820) 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, joint venture distributions, accrued remediation costs, asset retirement obligations, stock-based compensation, deferred tax assets and related valuation allowances, and uncertainties regarding the outcome of arbitration proceedings. 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 Companys common stock issued. The Companys property and equipment are located on the Companys unpatented state mining claims located in the Chandalar mining district of Alaska. All property and equipment purchased prior to 2009 are fully depreciated. The Companys 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 assets value or significantly extend its useful life are capitalized and depreciated over the assets 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. Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. During the year ended December 31, 2016, the Company filed amended tax returns to correct allocations of Joint Venture losses reported to the Company for the years ending 2012 through 2015, resulting in an increase in losses reported on its federal and state tax returns of $7.5 million and $6.8 million, respectively. For each year since 2015, the Company filed its federal and state tax returns with corrected allocations of losses from the Joint Venture. The Companys and the Joint Ventures federal returns for the 2015, 2016 and 2017 tax years are under audit by the Internal Revenue Service (IRS) to determine correct allocation of losses for the Joint Venture and its partners. In August 2020, the IRS issued an unfavorable ruling as it affects the Company in regard to the audit of the joint venture which, when the individual partners effects are communicated to the Company by the IRS, is probable to decrease the Companys net federal and state net operating loss carryforwards (NOL) by totals of $2.0 million and $1.8 million, respectively for the years under audit. The change would not result in any current tax liability or refund unless and until the Company could utilize its net operating loss carryforwards. The 2018 tax return would require amendment with a reduction to taxable net operating loss of approximately $41,000. The Company has assessed its tax positions other than the NOL issue above and has determined that it has taken an uncertain tax position that is probable to affect its federal and state net operating loss carryforwards in amounts by $2.0 million and $1.8 million, respectively, as described above, but does not give rise to an unrecognized tax liability being reported. In the event that the Company is assessed penalties and/or interest, penalties will be charged to other operating expense and interest will be charged to interest expense. 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 less impairment 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. Other than any distribution the Company is awarded in arbitration (see Note 3 Joint Venture Joint Venture Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Companys 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. Remediation and Asset Retirement Obligation The Companys 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 managements 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 2020 and 2019, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance March 31, 2020 Balance December 31, 2019 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 429,249 $ 406,319 2 The carrying amounts of financial instruments, including notes payable and notes payable related party, approximate fair value at March 31, 2020 and December 31, 2019. The inputs to the valuation of Level 2 liabilities are described in Note 6 Notes Payable in Gold |
3. Joint Venture
3. Joint Venture | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
3. Joint Venture | 3. JOINT VENTURE On April 3, 2012, Goldrich Placer, LLC (GP), a subsidiary of Goldrich, entered into a term sheet for a joint venture with NyacAU, LLC (NyacAU), an Alaskan private company, to bring Goldrichs Chandalar placer gold properties into production as defined in the joint venture agreement (the Operating Agreement), which was subsequently signed and made effective April 2, 2012. In each case as used herein in reference to the JV, production is as defined by the Operating Agreement. As part of the Operating Agreement, GP 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 less impairment method. Under the terms of the Operating Agreement, NyacAU provided funding to the JV. The loans are to be repaid from future production. According to the Operating Agreement, on at least an annual basis, the JV shall allocate and distribute all revenue (whether in cash or as gold) generated from the JVs placer operation in the following order: 1. 2. 3. 4. 5. As of December 31, 2018, the JV had not achieved commercial production as required under the Operating Agreement. GNP was dissolved during 2019 and, as of March 31, 2020, the liquidation of GNP was in process. On June 23, 2015, the Company raised net proceeds of $1.1 million through the sale of 12.5% of the cash flows of GP, Goldrichs subsidiary, receives in the future from its interest in GNP (Distribution Interest), paid in cash under items #2, to Chandalar Gold, LLC (CGL) and GVC Capital, LLC,(GVC), both of which are non-related entities. Goldrich retained its ownership of its 50% interest in GNP but, after the transaction, subject to the terms of the GNP Operating Agreement, GP will effectively receive approximately 44%, CGL will effectively receive 6% (12% of Goldrichs 50% of GNP = 6%) and GVC will effectively receive 0.25% (0.5% of Goldrichs 50% of GNP = 0.25%) of any distributions produced by GNP. At March 31, 2020 and December 31, 2019, an amount of $35,794 has been accrued for the distribution which is included in accrued liabilities for distributions to the Company that were applied to Loan3. No amount has been accrued for the 2018 distribution due to uncertainties relating to realization of distributions from NyacAU, although during arbitration proceedings, Loan3 was determined and agreed to be paid in full (see Arbitration). Subsequent to March 31, 2020, Goldrich purchased approximately 49% of CGL. In 2012, the joint venture purchased, on Goldrichs behalf, a 2% royalty interest, payable on all production from certain Goldrich mining claims at the Chandalar, Alaska property for $250,000 from Jumbo Basin Corporation. This transaction gave rise to Loan3, which was carried at an interest rate of the greater of prime plus 2% or 10%, and is to be repaid from distributions to Goldrich as defined in the Operating Agreement, prior to any distributions in cash to Goldrich. During the year ended December 31, 2019, the arbitration panel (see Arbitration below) awarded distributions from 2016 and 2017 to Goldrich from GNP. In accordance with the terms of the Operating Agreement, the Company applied the distributions toward Loan3 and the balance of principal and interest for LOC3 were paid in full at December 31, 2019. Arbitration In December 2017, the Company filed an arbitration statement of claim against NyacAU and other parties. The claim challenged certain accounting treatment of capital leases, allocations of tax losses, charges to the JV for funding costs related to the JV managers financing, related-party transactions, and other items of dispute in a previous mediation that was unsuccessful in reaching an agreement. As a result, the Company participated in an arbitration before a panel of three independent arbitrators during 2018 to address these items. Through 2019 and the date of filing of this report in 2020, the Company has continued to respond to panel inquiries, make motions to prosecute or defend positions, answer motions made by the opposing JV partner and aggressively support the Companys efforts toward success. The Company records amounts for loss when it is probable that a liability is realizable and can be reasonably estimated. To date, the arbitration proceedings are still in progress, with some rulings being issued for and against the Companys positions. No assurance can be given that the arbitration will result in a successful outcome for the Company. Due to uncertainties relating to the pending outcome, the financial statements contain only adjustments for the final results of the arbitration that are estimable and probable. See Note 7 Commitments and Contingencies Subsequent Events |
4. Related Party Transactions
4. Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
4. Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Beginning in January 2016 and through March 31, 2020, the salary of the Companys Chief Executive Officer (CEO) has not been paid in full. Fees due to the Companys Chief Financial Officer (CFO) have been accrued and remain unpaid: CEO Three Months ended 3/31/20 Year ended 12/31/19 Beginning Balance $426,500 $295,000 Deferred During Period 47,000 180,000 Cash Paid During Period (2,500) (48,500) Ending Balance $471,000 $426,500 CFO Beginning Balance $78,644 $64,909 Deferred During Period 2,469 42,703 Cash Paid During Period (2,500) (28,968) Ending Balance $78,613 $78,644 Board fees payable 98,003 95,003 Total Related party payables $ 647,616 $ 600,147 See Note 5 for additional related party transactions. |
5. Notes Payable & Notes Payabl
5. Notes Payable & Notes Payable - Related Party | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
5. Notes Payable & Notes Payable - Related Party | 5. NOTES PAYABLE & NOTES PAYABLE RELATED PARTY At March 31, 2020, the Company had outstanding Notes payable of $1,062,105 and outstanding Notes payable related party of $3,377,895, net of all discounts. At December 31, 2019, the Company had outstanding Notes payable of $1,020,000 and outstanding Notes payable - related party of $3,246,316, net of all discounts. The Notes payable and Notes payable related party had matured on October 31, 2018. In November 2019, the Company and the holders of the notes amended the notes, and the notes are now due within 10 days of a demand notice of the holders. There has been no notice of default or demand issued by any holder. During the three months ended March 31, 2020, the Company received additional tranches of the notes payable for $173,684, discounted at 5%, or $8,684, resulting in net proceeds of $165,000, of which $125,000 was from a related party, Nicholas Gallagher, a shareholder and director of the Company, who also holds the full balance of the Notes payable related party described above. During the three months ended March 31, 2019, the Company received a tranche of 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, Nicholas Gallagher. The notes are due upon demand; therefore, the discounts and related warrants issued with them were immediately expensed to finance costs. During the three months ended March 31, 2020 and March 31, 2019, the Company paid finder fees totaling $1,500 and $nil, respectively, to related party entities, and incurred $4,950 and $2,550, respectively, of other finance and placement costs. Interest of $162,671 was expensed during the three months ended March 31, 2020 of which $124,421 was to related parties, which is included in interest expense and finance costs on the consolidated statements of operations. Interest of $1,054,919 is accrued at March 31, 2020 and is included in Interest payable, Interest payable related parties, Interest payable in stock, and Interest payable in stock related parties. Interest due at March 31, 2020 was not timely paid and is due within 10 days of a demand notice by the holders. There has been no notice of default or demand issued by any holder. A total of 22,608,357 five-year Class T warrants have been issued in connection with the note issuances, of which 20,933,664 have been issued to holders and 1,674,694 have been issued for finders fees. The warrants have an exercise price of $0.03 and expire on various dates from November 30, 2022 through December 19, 2024. During the three months ended March 31, 2020, the Company issued no warrants in connection with the notes payable. During the three months ended March 31, 2019, the Company issued 507,315 warrants in connection with the notes payable. 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 Mar. 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 Notes Payable Mar. 31, 2020 $ 40,000 $ 42,105 - - $ 1,200 $ 1,009,000 $ 1,062,105 5,354,992 428,399 $ 9,120 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 Mar. 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 Related Party Sept. 30, 2019 $ 303,000 $ 318,947 1,674,471 133,958 $ 9,090 Related Party Oct. 31, 2019 $ 50,000 $ 52,632 276,315 22,105 $ 1,500 Related Party Dec. 18, 2019 $ 265,000 $ 278,947 - - $ 7,950 Related Party Mar. 31, 2020 $ 125,000 $ 131,579 - - $ 3,750 $ 3,209,000 $ 3,377,895 15,578,672 1,246,295 $ 96,270 $ 4,218,000 $ 4,440,000 20,933,664 1,674,693 $ 105,390 The total fair value of the Class T warrants was estimated on the issue dates at $nil and $34,860 for the three months ended March 31, 2020 and March 31, 2019, 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% Effective November 1, 2019, the Company entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (the Amended Agreement) with Nicholas 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. |
6. Notes Payable in Gold
6. Notes Payable in Gold | 3 Months Ended |
Mar. 31, 2020 | |
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 net 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. During the year ended December 31, 2019, the Company renegotiated terms with the holders. A default condition arising from the non-delivery of the gold on March 31, 2019, was alleviated by agreements with the three note holders with the following amended terms: · · · · Through the date of the issuance of these financial statements, the gold notes have not been paid and the note holders have not demanded payment or delivery of gold. At March 31, 2020 and 2019, 266.788 ounces of fine gold was due and deliverable to the holders of the Notes. Due to the change in the delivery terms provided in the sixth amendment, the Company estimated the fair value of the notes based upon the market price of gold on March 31, 2020 of $1,609 per ounce as quoted on the London PM Fix market or $429,249 as of March 31, 2020. The valuation resulted in an increase in gold notes payable of $22,930 during the three months ended March 31, 2020. At March 31, 2019, the fair value was calculated using the market approach with Level 2 inputs of gold delivery contracts based upon previous contractual delivery dates. At December 31, 2019, the Company had outstanding total notes payable in gold of $406,319. Interest of $9,110 was expensed during the three months ended March 31, 2020, and $22,591 is accrued at March 31, 2020 and is included in Interest payable. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
7. Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES We are subject to Alaska state annual claims rental fees in order to maintain our non-patented claims. In addition to the annual claims rental fees of approximately $125,945 due November 30 of each year, we are also required to meet annual labor requirements of approximately $61,100 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. The Company has significant carryovers to 2020 to satisfy its annual labor requirements. This carryover expires in the years 2020 through 2024 if unneeded to satisfy requirements in those years. Subsequent to March 31, 2020, the Alaska Department of Natural Resources approved an extension to delay the payment of the approximately $125,945 of state annual claims rental fees due November 30, 2020 to September 1, 2021. Arbitration In 2017, the Company, its subsidiary and the joint venture, as claimants, filed an arbitration statement of claim before a three-member Arbitration Panel (the Panel), against our JV partner and its affiliates; NyacAU, LLC (NyacAU), BEAR Leasing, LLC, and Dr. J. Michael James, as respondents. In 2018, the respondents filed a counter-claim against the Company, its subsidiaries and certain members of the Companys current and former management, the counterclaim respondents. The arbitration claim alleged, amongst other things, claims concerning related-party transactions, accounting issues including capital vs. operating leases, interpretation of the joint venture operating agreement, allocation of tax losses between the joint venture partners, and unpaid amounts due Goldrich relating to the Chandalar Mine. It is possible that there could be either adverse or favorable developments in the arbitration pending with the Company and its JV partner. The Company records provisions in the consolidated financial statements for pending arbitration results when it determines that an outcome is probable, and the amount of loss can be reasonably estimated. At the present time, except as stated otherwise, while it is reasonably possible that a favorable or unfavorable outcome in the arbitration may occur, after assessing the information available, management is unable to estimate the possible loss, or range of losses, for the pending arbitration; and accordingly, no estimated losses have been accrued in the consolidated financial statements for favorable or unfavorable outcomes. Legal defense costs are expensed as incurred. Favorable rulings would not result in the recognition of gains prior to offsetting against losses, due to the ruling being an estimate which must be constructively received prior to recognition. During the year ended December 31, 2019, the Panel released various awards relating to the allegations of both parties. Some of which have been in favor of the Companys positions some have been in favor of our JV partner and its affiliates. The arbitration is ongoing and the various parties to the claims and counterclaims continue to disagree on several matters. On May 25, 2019, the Panel issued an Interim Award, which requested input from the parties on a small number of discrete issues, all input to be supported by references to the arbitration record. On November 30, 2019, the Panel ordered the Partial Final Award and concurrently the Second Interim Award RE Dissolution/Liquidation of GNP and Related Issues (the Second Interim Award). The Partial Final Award The Partial Final Award addressed several matters including leases and the impact of their characterization on interim distributions. As a result, the Panel determined that the Company is entitled to an additional $214,797 in distributions for 2016 and an additional $198,644 for 2017, for a total of $413,442 from GNP. In like manner, the Panel determined that NyacAU is entitled to an additional $413,442 in distributions for these years. As the Company is uncertain as to the collectability of these distributions, no recognition of these revenues is included in its Statement of Operations for the three months ended March 31, 2020. The Partial Final Award also addressed the Companys claim for payment of interest earned by LOC 1. The Panel determined that NyacAU should pay the Company 50% of the interest earned on LOC 1 actually received by NyacAU, or $126,666. Subsequent to March 31, 2020, the panel issued additional rulings stating the amount owed to be $120,883 to Goldrich plus 5% prejudgment interest on unpaid LOC1 interest as it fell due. The Panel ruled Goldrich was responsible to pay NyacAU for the 2012 reclamation work and NyacAU is also entitled to 5% interest on the award from the date the first invoice was sent to Goldrich in 2014. Goldrich has accrued a liability for this ruling on its consolidated balance sheet of $425,470 included in accounts payable and interest payable, however Goldrich has contested the party to whom payment should be made and whether additional amounts not invoiced by GNP should be included in the award. The Partial Final Award found the Company liable for an act of negligent misrepresentation regarding the concealment of certain technical information from NyacAU. The Company has vigorously disputed the concealment and the finding of negligence. Nevertheless, as a result of the Panels determination, the Panel awarded Dr. J. Michael James a reimbursement of 17% of his previous $350,000 stock investment in the Company or $59,500 plus prejudgment interest of 5% and legal fees. In addition, the Panel awarded Dr. James $9,858, plus prejudgment interest at 5% and legal fees, for personal expenses incurred relating to GNPs operations. These amounts plus additional interest have been included in accounts payable and interest payable on the consolidated balance sheet, respectively, at March 31, 2020. The Second Interim Award The Second Interim Award was necessitated by the fact that the dissolution/liquidation of the joint venture had not yet run its course. In the Second Interim Award the Panel ordered that: a) b) Neither order from the Second Interim Award was successfully executed by the parties on the dates specified by the Panel. The Second Interim Award confirmed the dissolution of GNP and noted that no provision of the Claims Lease or the Operating Agreement speaks directly to the rights or obligations of GNP to transfer its mining permit, which is held in the name of the manager, NyacAU. Although GNP no longer has the right to mine, GNP and specifically NyacAU have the liability of reclamation. Balance and payment of LOC1 The Panel calculated a tentative balance of LOC1 at $16,483,271 as of June 2019. This balance will be adjusted for any additional costs incurred by GNP in the liquidation or awards and/or adjustments made by the arbitration Panel. Upon liquidation of GNP, 50% of the LOC1 liability in addition to 50% of all other assets and liabilities of GNP may be recorded on Goldrichs balance sheet. The Panel ruled in the Final Post Award that LOC1 cannot be increased for costs incurred after mining operations have ceased, including costs for reclamation. This deprives NyacAU of a security interest in 50% of future placer gold production at the site to repay reclamation expenses which it advances. Further, the Panel ruled that the Operating Agreement does not impose an obligation on the Company to pay 50% of the reclamation fee, but that the reclamation obligation resides with the permit holder. Right to Offset Damages or Distributions The Panel granted the request that any damages awarded to one party can be an offset to distributions (or damages) due to the other party. |
8. Subsequent Events
8. Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
8. Subsequent Events | 8. SUBSEQUENT EVENTS Subsequent to the three months ended March 31, 2020, the Company entered into additional notes payable totaling $205,000, net of discounts from a related party. In April of 2020, the Company applied for and received a loan under the Payroll Protection Program under the provisions of the CARES Act of $50,600. This loan may be converted to a grant and forgiven when the Company uses the funds for qualifying expenses and applies for forgiveness under the program. During August through October of 2020, the Company received $439,000 cash as a result of exercise of Class Q, Class S, and Class T warrants at an exercise price of $0.03 per common share. Ownership of these warrants had been in the hands of a related party and were sold by him personally to unrelated parties. The unrelated parties then exercised the warrants for cash, resulting in the issuance of 14,633,330 common shares. During September of 2020, the holders of the Notes payable and Notes payable related party, received shares in lieu of cash for interest. A total of 13,719,248 common shares with a basis of $0.015 per share, were issued to the lenders, reducing interest payable by $205,789, of which $168,976 was to a related party. Arbitration rulings subsequent to March 31, 2020 Final Post Award Orders On September 4, 2020, the arbitration panel issued Final Post Award Orders, wherein the panel issued rulings on multiple material issues: · Reclamation: The Company had previously filed a motion to compel NyacAU to correct accruals for certain expenses including reclamation, demobilization, equipment rental and utilities. Most notably, the Company contended that an accrual for reclamation liability was short of a much larger estimate prepared by independent professionals as engaged by Goldrich. The panel denied the Companys motion and ruled that Goldrich does not have the authority to compel the establishment of any reserves on the GNP financial records. The Company had previously filed a motion to compel NyacAU to reclaim the disturbed acres as required under the Operating Agreement and the mining permit issued to NyacAU in 2013, and to require NyacAU to fund the reclamation reserve from cash that had been distributed to NyacAU. The panel denied the Companys motion and ruled that while there was express provision in the Operating Agreement to establish reserves necessary for contingent or unforeseen liabilities or obligations, which could conceivably include reclamation reserves, the agreement does not impose an express obligation to reclaim the project site. · Mining Claims All of the Companys mining claims remain the property of the Company; however, NyacAU staked several claims contiguous to the claims owned by the Company. The Company had previously filed a motion to compel the transfer NyacAUs claims from NyacAU to the Company. The motion was granted in part in that the claims held in NyacAUs name were ruled to be owned by the Company, but would not be transferred immediately. They would remain in the possession of NyacAU as manager of the liquidation until the property covered by the claims was not being used for liquidation activities and could be transferred without disruption to the liquidation activity. Judgements issued by Superior Court On April 29, 2020, the Superior Court of the State of Alaska issued a judgement in favor of Dr. James, in the total amount of $13,713 (for the 2012 reclamation costs personally incurred, including interest) and $83,588 (for the adjustment to Dr. James stock purchase, including interest). On June 9, 2020 and June 20, 2020, the Court awarded additional costs and attorneys fees. The Court ordered both Goldrich and NyacAU to submit a status report to the Court in September 2020 regarding the Panels clarification of the payable for the 2012 reclamation, including interest, it determined to be payable at that time and to clarify the party for the award. The status report has been filed by both parties, and these judgements remain unpaid and in force before the Superior Court. These amounts related to these judgements were accrued for at December 31, 2019. Supplemental Orders 5-8 On December 4, 2020, the arbitration panel issued Supplemental Orders 5-8, wherein the panel issued rulings on multiple material issues: · 2018 Profitability and 2018 Interim Distributions Under the GNP Operating Agreement, Goldrich was entitled to receive certain interim distributions based on GNPs profitability. Goldrich received such distributions for 2016 and 2017. Goldrich challenged the Panels understanding of facts related to GNPs profitability for 2018 as presented in the arbitration proceedings and made a motion for GNP to distribute interim distributions for 2018 after applying the arbitration rulings made to date. Goldrich submitted a claim to the arbitration panel for approximately $680,000 plus prejudgment interest thereon at 5%. The arbitration panel denied Goldrichs claim. Based on the panels ruling, the paydown by NyacAU, as manager of GNP, of Line of Credit 1 (LOC1) with GNP funds, rather than the payment of a 2018 interim distribution to Goldrich, is not considered a misappropriation of funds. LOC1 is a related party loan between GNP and NyacAU. The panel ruled that GNP was dissolved at the end of the 2018 mining season (September 28, 2018) by failing to meet the Minimum Production Requirement of the GNP Operating Agreement rather than May 2019, when NyacAU published a formal notice of dissolution to the State of Alaska and to creditors. Based on this and other evidence, the Panel found that GNP was dissolved by no later than October 9, 2018, which precedes the date by which any interim distribution would otherwise have been due under the GNP Operating Agreement (October 31 - December 31, 2018). Accordingly, the panel ruled that Goldrich is precluded from receiving any interim distributions for 2018 under the GNP Operating Agreement, which provides that [m]embers have a right to Distributions from the Company before · Goldrichs Portion of Interest Paid on LOC1 Under the GNP Operating Agreement, Goldrich is to receive 50% of any interest on LOC1 paid by GNP to NyacAU. Goldrich made a claim to the arbitration panel that GNP had paid interest to NyacAU and that Goldrich was entitled to 50% of the amount paid. The panel ruled that NyacAU is obligated to pay Goldrich 50% of $241,797 in interest received by NyacAU up to October 2018, when GNP was dissolved and commenced liquidation, in the total principal amount of $120,883. Goldrich is also entitled to recover 5% prejudgment interest on unpaid LOC1 interest as it fell due. The panel further ruled that LOC1 interest totaled (cumulatively) $3,394.21 as of December 2012; $22,663.46 as of December 2013; $55,632.71 as of December 2014; $101,823.60 as of December 2015; $155,337.06 as of December 2016; $205,817.76 as of December 2017; and $241,797.20 as of October 1, 2018. Goldrich is awarded 12 months of accrued prejudgment interest at 5% per annum on each of these year-end amounts. Goldrich has no entitlement to a share of LOC1 interest beyond this. · Clarification of Award In the Partial Final Award given in 2019, the arbitration panel made an award to NyacAU of $377,253 in damages and pre-award interest relating to 2012 reclamation expenses incurred on Goldrichs behalf. Goldrich made an Application for Modification and Correction of Arbitration Award, for Vacation of Award, or for Resubmission to Arbitration Panel for Clarification, requesting an order from the Alaska court, under the Alaska Arbitration Act, that the damages awarded for unpaid 2012 reclamation expenses were to be paid to GNP, not NyacAU, and that the panel clarify the appropriate amount of damages and interest to be paid. The panel ruled that it will resolve these issues after the parties submit evidence and argument supporting their respective positions on the merits. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies: Reclassifications (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the 2020 financial statement presentation. Reclassifications had no effect on net loss, stockholders' equity, or cash flows as previously reported. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020, there were 139,573,798 shares of our common stock issued and outstanding. Subsequent to March 31, 2020, at the special shareholders meeting on November 13, 2020, the Companys shareholders authorized the Company to issue up to 750,000,000 shares of common stock, $0.10 par value per share. For the periods ended March 31, 2020 and 2019, the effect of the Companys outstanding preferred shares, options and warrants, totaling 88,590,499 and 105,868,923, respectively, would have been anti-dilutive. The total of dilutive instruments decreased during the three-month period ended March 31, 2020 due to the expiration of the Class O warrants. |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Accounting For Investments in Joint Ventures | Accounting for Investments in Joint Ventures ASC 321 Investments Equity Securities The Company has an equity interest in Goldrich NyacAU Placer LLC, a 50%-owned joint venture in which the Company does not have joint control or significant influence. See Note 3 Joint Venture |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820) 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) | 3 Months Ended |
Mar. 31, 2020 | |
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) | 3 Months Ended |
Mar. 31, 2020 | |
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, joint venture distributions, accrued remediation costs, asset retirement obligations, stock-based compensation, deferred tax assets and related valuation allowances, and uncertainties regarding the outcome of arbitration proceedings. 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) | 3 Months Ended |
Mar. 31, 2020 | |
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 Companys common stock issued. The Companys property and equipment are located on the Companys unpatented state mining claims located in the Chandalar mining district of Alaska. All property and equipment purchased prior to 2009 are fully depreciated. The Companys 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 assets value or significantly extend its useful life are capitalized and depreciated over the assets 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) | 3 Months Ended |
Mar. 31, 2020 | |
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) | 3 Months Ended |
Mar. 31, 2020 | |
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. Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. During the year ended December 31, 2016, the Company filed amended tax returns to correct allocations of Joint Venture losses reported to the Company for the years ending 2012 through 2015, resulting in an increase in losses reported on its federal and state tax returns of $7.5 million and $6.8 million, respectively. For each year since 2015, the Company filed its federal and state tax returns with corrected allocations of losses from the Joint Venture. The Companys and the Joint Ventures federal returns for the 2015, 2016 and 2017 tax years are under audit by the Internal Revenue Service (IRS) to determine correct allocation of losses for the Joint Venture and its partners. In August 2020, the IRS issued an unfavorable ruling as it affects the Company in regard to the audit of the joint venture which, when the individual partners effects are communicated to the Company by the IRS, is probable to decrease the Companys net federal and state net operating loss carryforwards (NOL) by totals of $2.0 million and $1.8 million, respectively for the years under audit. The change would not result in any current tax liability or refund unless and until the Company could utilize its net operating loss carryforwards. The 2018 tax return would require amendment with a reduction to taxable net operating loss of approximately $41,000. The Company has assessed its tax positions other than the NOL issue above and has determined that it has taken an uncertain tax position that is probable to affect its federal and state net operating loss carryforwards in amounts by $2.0 million and $1.8 million, respectively, as described above, but does not give rise to an unrecognized tax liability being reported. In the event that the Company is assessed penalties and/or interest, penalties will be charged to other operating expense and interest will be charged to interest expense. |
2. Summary of Significant Ac_11
2. Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 less impairment 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. Other than any distribution the Company is awarded in arbitration (see Note 3 Joint Venture Joint Venture |
2. Summary of Significant Ac_12
2. Summary of Significant Accounting Policies: Stock-based Compensation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Stock-based Compensation | Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Companys 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) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Exploration Costs | Exploration Costs Exploration costs are expensed in the period in which they occur. |
2. Summary of Significant Ac_14
2. Summary of Significant Accounting Policies: Remediation and Asset Retirement Obligation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Remediation and Asset Retirement Obligation | Remediation and Asset Retirement Obligation The Companys 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 managements estimate of amounts expected to be incurred when the remediation work is performed. |
2. Summary of Significant Ac_15
2. Summary of Significant Accounting Policies: Fair Value Measurements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 2020 and 2019, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance March 31, 2020 Balance December 31, 2019 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 429,249 $ 406,319 2 The carrying amounts of financial instruments, including notes payable and notes payable related party, approximate fair value at March 31, 2020 and December 31, 2019. The inputs to the valuation of Level 2 liabilities are described in Note 6 Notes Payable in Gold |
2. Summary of Significant Ac_16
2. Summary of Significant Accounting Policies: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Balance March 31, 2020 Balance December 31, 2019 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 429,249 $ 406,319 2 |
4. Related Party Transactions_
4. Related Party Transactions: Schedule of Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Related Party Transactions | CEO Three Months ended 3/31/20 Year ended 12/31/19 Beginning Balance $426,500 $295,000 Deferred During Period 47,000 180,000 Cash Paid During Period (2,500) (48,500) Ending Balance $471,000 $426,500 CFO Beginning Balance $78,644 $64,909 Deferred During Period 2,469 42,703 Cash Paid During Period (2,500) (28,968) Ending Balance $78,613 $78,644 Board fees payable 98,003 95,003 Total Related party payables $ 647,616 $ 600,147 |
5. Notes Payable & Notes Paya_2
5. Notes Payable & Notes Payable - Related Party: Schedule of senior secured notes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of senior secured notes | 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 Mar. 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 Notes Payable Mar. 31, 2020 $ 40,000 $ 42,105 - - $ 1,200 $ 1,009,000 $ 1,062,105 5,354,992 428,399 $ 9,120 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 Mar. 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 Related Party Sept. 30, 2019 $ 303,000 $ 318,947 1,674,471 133,958 $ 9,090 Related Party Oct. 31, 2019 $ 50,000 $ 52,632 276,315 22,105 $ 1,500 Related Party Dec. 18, 2019 $ 265,000 $ 278,947 - - $ 7,950 Related Party Mar. 31, 2020 $ 125,000 $ 131,579 - - $ 3,750 $ 3,209,000 $ 3,377,895 15,578,672 1,246,295 $ 96,270 $ 4,218,000 $ 4,440,000 20,933,664 1,674,693 $ 105,390 |
5. Notes Payable & Notes Paya_3
5. Notes Payable & Notes Payable - Related Party: Fair value of warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Fair value of warrants | March 31, 2019 Market price of common stock on date of issuance $0.02 - $0.0275 Risk-free interest rate 2.43% - 2.51% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 154.7% - 155.6% |
1. Basis of Presentation (Detai
1. Basis of Presentation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Details | ||
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. | |
Accumulated deficit | $ 35,924,273 | $ 35,493,775 |
2. Summary of Significant Ac_17
2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 | |
Common Stock, Shares, Outstanding | 139,573,798 | 139,573,798 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 88,590,499 | 105,868,923 | |
Increase in authorized stock | |||
Subsequent Event, Description | Subsequent to March 31, 2020, at the special shareholders meeting on November 13, 2020, the Company’s shareholders authorized the Company to issue up to 750,000,000 shares of common stock, $0.10 par value per share. |
2. Summary of Significant Ac_18
2. Summary of Significant Accounting Policies: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Notes payable in gold | $ 429,249 | $ 406,319 |
3. Joint Venture (Details)
3. Joint Venture (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
Cost-method Investments, Description | On April 3, 2012, Goldrich Placer, LLC (“GP”), a subsidiary of Goldrich, entered into a term sheet for 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 (the “Operating Agreement”), which was subsequently signed and made effective April 2, 2012. | |
Gain (Loss) Related to Litigation Settlement | $ 5,838 | $ (46,724) |
Gain (Loss) Related to Litigation Settlement | $ 5,838 | (46,724) |
Proceeds from Insurance Settlement, Operating Activities | 190,851 | |
Other Expenses | $ 144,127 |
4. Related Party Transactions_2
4. Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Total Related party payables | $ 647,616 | $ 600,147 |
Chief Executive Officer | ||
Officers Compensation beginning balance | 426,500 | 295,000 |
Officer compensation, deferred during period | 47,000 | 180,000 |
Officers Compensation, cash paid during period | (2,500) | (48,500) |
Officers compensation, ending balance | 471,000 | 426,500 |
Chief Financial Officer | ||
Officers Compensation beginning balance | 78,644 | 64,909 |
Officer compensation, deferred during period | 2,469 | 42,703 |
Officers Compensation, cash paid during period | (2,500) | (28,968) |
Officers compensation, ending balance | 78,613 | 78,644 |
Board Fees | ||
Officer compensation, deferred during period | $ 98,003 | $ 95,003 |
5. Notes Payable & Notes Paya_4
5. Notes Payable & Notes Payable - Related Party (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Details | |||
Notes payable | $ 1,062,105 | $ 1,020,000 | |
Notes payable - related party | $ 3,377,895 | $ 3,246,316 | |
Fair value of warrants estimated on issue dates | $ 0 |
5. Notes Payable & Notes Paya_5
5. Notes Payable & Notes Payable - Related Party: Fair value of warrants (Details) | 3 Months Ended |
Mar. 31, 2019$ / shares | |
Details | |
Stock price on date of grant, minimum | $ 0.02 |
Stock price on date of grant, maximum | $ 0.027 |
Risk free interest rate, minimum | 2.43% |
Risk free interest rate, maximum | 2.51% |
Expected term simplified | 5 |
Expected volatility rate, minimum | 154.70% |
Expected volatility rate, maximum | 155.60% |
6. Notes Payable in Gold (Detai
6. Notes Payable in Gold (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2013 | Dec. 31, 2019 | |
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 | |||
Notes payable in gold | $ 429,249 | $ 406,319 | ||
Notes payable in gold, interest recognized | $ 9,110 | $ 22,591 |
7. Commitments and Contingenc_2
7. Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Details | |
Claims rental | $ 125,945 |
Annual labor requirement | $ 61,100 |
Legal Matters and Contingencies | In 2017, the Company, its subsidiary and the joint venture, as claimants, filed an arbitration statement of claim before a three-member Arbitration Panel (“the Panel”), against our JV partner and its affiliates; NyacAU, LLC (“NyacAU”), BEAR Leasing, LLC, and Dr. J. Michael James, as respondents. In 2018, the respondents filed a counter-claim against the Company, its subsidiaries and certain members of the Company’s current and former management, the counterclaim respondents. The arbitration claim alleged, amongst other things, claims concerning related-party transactions, accounting issues including capital vs. operating leases, interpretation of the joint venture operating agreement, allocation of tax losses between the joint venture partners, and unpaid amounts due Goldrich relating to the Chandalar Mine. |
8. Subsequent Events (Details)
8. Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Notes payable related party | |
Subsequent Event, Description | Subsequent to the three months ended March 31, 2020, the Company entered into additional notes payable totaling $205,000, net of discounts from a related party. |
Cares Act | |
Subsequent Event, Description | In April of 2020, the Company applied for and received a loan under the Payroll Protection Program under the provisions of the CARES Act of $50,600. |
Warrant Exercises | |
Subsequent Event, Description | During August through October of 2020, the Company received $439,000 cash as a result of exercise of Class Q, Class S, and Class T warrants at an exercise price of $0.03 per common share. |
Shares issued for interest | |
Subsequent Event, Description | During September of 2020, the holders of the Notes payable and Notes payable – related party, received shares in lieu of cash for interest. |
Arbitration Final POst Award Orders | |
Subsequent Event, Description | On September 4, 2020, the arbitration panel issued Final Post Award Orders, wherein the panel issued rulings on multiple material issues |