Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-06412 | ||
Entity Registrant Name | Goldrich Mining Company | ||
Entity Central Index Key | 0000059860 | ||
Entity Tax Identification Number | 91-0742812 | ||
Entity Incorporation, State or Country Code | AK | ||
Entity Address, Address Line One | 2525 E. 29th Ave. Ste. 10B-160 | ||
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 | ||
Title of 12(b) Security | Common Stock, $0.10 par value | ||
Trading Symbol | GRMC | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,084,785 | ||
Entity Common Stock, Shares Outstanding | 182,448,412 | ||
Auditor Name | Assure CPA, LLC | ||
Auditor Location | Spokane, Washington | ||
Auditor Firm ID | 444 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 3,762 | $ 1,931 |
Prepaid expenses | 107,883 | 50,499 |
Total current assets | 111,645 | 52,430 |
Mineral interests: | ||
Mineral interests | 626,428 | 626,428 |
Total mineral interests | 626,428 | 626,428 |
Other assets: | ||
Investment in CGL LLC | 25,000 | 25,000 |
Total other assets | 25,000 | 25,000 |
Total assets | 763,073 | 703,858 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,857,927 | 1,838,362 |
Interest payable | 674,800 | 452,478 |
Interest payable – related party | 1,531,199 | 959,504 |
Related party payable | 1,017,403 | 787,789 |
CARES Act PPP loan | 33,833 | |
Notes payable | 1,088,421 | 1,062,106 |
Notes payable – related party | 4,064,211 | 3,641,053 |
Notes payable in gold | 481,780 | 503,590 |
Dividends payable on preferred stock | 30,618 | 30,618 |
Total current liabilities | 10,746,359 | 9,309,333 |
Long-term liabilities: | ||
Stock subscription payable | 40,000 | |
Remediation and asset retirement obligation | 268,677 | 262,189 |
CARES Act PPP loan | 16,767 | |
Total long-term liabilities | 308,677 | 278,956 |
Total liabilities | 11,055,036 | 9,588,289 |
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | ||
Common stock; $0.10 par value, 750,000,000 shares authorized;179,787,595 and 167,926,376 issued and outstanding, respectively | 17,978,760 | 16,792,637 |
Additional paid-in capital | 10,880,576 | 11,715,072 |
Accumulated deficit | (39,422,474) | (37,663,315) |
Total stockholders deficit | (10,291,963) | (8,884,431) |
Total liabilities and stockholders deficit | 763,073 | 703,858 |
Convertible preferred stock series A | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | 150,000 | 150,000 |
Convertible preferred stock series B | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | 57,758 | 57,758 |
Convertible preferred stock series C | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | 52,588 | 52,588 |
Convertible preferred stock series D | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | ||
Convertible preferred stock series E | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | 10,829 | 10,829 |
Convertible preferred stock series F | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 8,998,700 | 8,998,700 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.10 | $ 0.10 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares, Issued | 179,787,595 | 167,926,376 |
Common Stock, Shares, Outstanding | 179,787,595 | 167,926,376 |
Convertible preferred stock series A | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 475,000 | 475,000 |
Preferred Stock, Shares Outstanding | 150,000 | 150,000 |
Preferred Stock, Liquidation Preference, Value | $ 300,000 | $ 300,000 |
Convertible preferred stock series B | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Issued | 200 | 200 |
Preferred Stock, Shares Outstanding | 200 | 200 |
Preferred Stock, Liquidation Preference, Value | $ 200,000 | $ 200,000 |
Convertible preferred stock series C | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 250 | 250 |
Preferred Stock, Shares Issued | 250 | 250 |
Preferred Stock, Shares Outstanding | 250 | 250 |
Preferred Stock, Liquidation Preference, Value | $ 250,000 | $ 250,000 |
Convertible preferred stock series D | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 150 | 150 |
Preferred Stock, Shares Issued | 150 | 150 |
Preferred Stock, Shares Outstanding | 150 | 150 |
Preferred Stock, Liquidation Preference, Value | $ 150,000 | $ 150,000 |
Convertible preferred stock series E | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Issued | 300 | 300 |
Preferred Stock, Shares Outstanding | 300 | 300 |
Preferred Stock, Liquidation Preference, Value | $ 300,000 | $ 300,000 |
Convertible preferred stock series F | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Issued | 153 | 153 |
Preferred Stock, Shares Outstanding | 153 | 153 |
Preferred Stock, Liquidation Preference, Value | $ 50,000 | $ 50,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Mine preparation costs | $ 72,711 | $ 255,918 |
Exploration expense | 7,698 | |
Depreciation | 716 | |
Management fees and salaries | 207,219 | 210,563 |
Professional services | 123,930 | 111,273 |
General and administrative | 352,818 | 346,737 |
Office supplies and other | 23,659 | 13,883 |
Directors fees | 23,500 | 13,200 |
Mineral property maintenance | 106,010 | 115,055 |
Reclamation expense | 48,096 | |
Arbitration costs (Note 4) | 80,318 | 173,877 |
Total operating expenses | 997,863 | 1,289,318 |
Other (income) expense: | ||
CARES Act grant income | (2,000) | |
Change in fair value of notes payable in gold | (21,810) | 97,271 |
Interest expense and finance costs | 249,886 | 249,239 |
Interest expense and finance costs – related party | 584,355 | 535,712 |
Gain on forgiveness of CARES Act PPP loan | (51,135) | |
Total other (income) expense | 761,296 | 880,222 |
Net loss | (1,759,159) | (2,169,540) |
Preferred dividends | (7,604) | (7,625) |
Net loss available to common stockholders | $ (1,766,763) | $ (2,177,165) |
Net loss per common share – basic and diluted | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding-basic and diluted | 173,356,424 | 147,251,503 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders (Deficit) (Equity) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 13,957,380 | $ 271,175 | $ 13,905,542 | $ (35,493,775) | $ (7,359,678) |
Beginning Balance, Shares at Dec. 31, 2019 | 139,573,798 | 151,053 | |||
Warrants exercised | $ 1,463,333 | (1,024,333) | 439,000 | ||
Warrants exercised, Shares | 14,633,330 | ||||
Shares issued for interest | $ 1,371,924 | (1,166,137) | 205,787 | ||
Shares issued for interest, Shares | 13,719,248 | ||||
Net loss | (2,169,540) | (2,169,540) | |||
Ending balance, value at Dec. 31, 2020 | $ 16,792,637 | $ 271,175 | 11,715,072 | (37,663,315) | (8,884,431) |
Ending Balance, Shares at Dec. 31, 2020 | 167,926,376 | 151,053 | |||
Warrants exercised | $ 1,158,047 | (810,633) | 347,414 | ||
Warrants exercised, Shares | 11,580,467 | ||||
Shares issued for interest | $ 28,076 | (23,863) | 4,212 | ||
Shares issued for interest, Shares | 280,752 | ||||
Net loss | (1,759,159) | (1,759,159) | |||
Ending balance, value at Dec. 31, 2021 | $ 17,978,760 | $ 271,175 | $ 10,880,576 | $ (39,422,474) | $ (10,291,963) |
Ending Balance, Shares at Dec. 31, 2021 | 179,787,595 | 151,053 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,759,159) | $ (2,169,540) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 716 | |
Change in fair value of notes payable in gold | (21,810) | 97,271 |
Accretion of asset retirement obligation | 6,488 | 6,238 |
Gain on forgiveness of CARES Act PPP loan and interest | (51,135) | |
Amortization of discount on notes payable | 22,473 | 21,842 |
Change in: | ||
Prepaid expenses | (57,384) | 46,075 |
Accounts payable and accrued liabilities | 19,566 | 181,508 |
Interest payable | 227,069 | 228,923 |
Interest payable – related party | 571,695 | 520,382 |
Related party payable | 229,614 | 187,642 |
Net cash used - operating activities | (812,583) | (878,943) |
Cash flows from investing activities: | ||
Purchase of membership units of CGL LLC | (25,000) | |
Net cash used – investing activities | (25,000) | |
Cash flows from financing activities: | ||
Proceeds from stock subscription payable | 40,000 | |
Proceeds from CARES Act PPP loan | 50,600 | |
Proceeds from warrant exercises | 347,414 | 439,000 |
Proceeds from notes payable | 25,000 | 40,000 |
Proceeds from notes payable – related party | 422,000 | 375,000 |
Payments on notes payable – related party | (20,000) | |
Net cash provided - financing activities | 814,414 | 904,600 |
Net increase (decrease) in cash and cash equivalents | 1,831 | 657 |
Cash and cash equivalents, beginning of year | 1,931 | 1,274 |
Cash and cash equivalents, end of year | 3,762 | 1,931 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 3,708 | 3,974 |
Non-cash investing and financing activities: | ||
Issuance of shares of common stock for interest payable | $ 4,212 | $ 205,787 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Goldrich Mining Company (Company) was incorporated under the laws of the State of Alaska on March 26, 1959. The Company is engaged in the business of acquiring and exploring mineral properties throughout the Americas, primarily those containing gold and associated base and precious metals. During 2021, all of the Companys activities were focused on the Chandalar property in Alaska. The Companys common stock trades on the OTCQB exchange of the OTC Markets under the ticker symbol GRMC. 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, an accumulated deficit of $ 39,422,474 10,634,714 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation of and Accounting for Subsidiaries The consolidated financial statements include the accounts of the Company and the accounts of its 100% owned subsidiary Goldrich Placer, LLC as of and for the years ended December 31, 2021 and December 31, 2020, with all intercompany balances eliminated. Accounting for Investments in Joint Ventures For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Companys share of the ventures earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations. GNP: The Company has an equity method investment in Goldrich NyacAU Placer LLC, a 50%-owned joint venture in which the Company does not have joint control or significant influence. See Note 4 Joint Venture Contingencies In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred but not accrued. Earnings (Loss) Per Share For the years ended December 31, 2021 and 2020, the effect of the Companys outstanding convertible preferred shares, stock options, and warrants totaling 55,568,369 70,507,169 Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The Company adopted this update on January 1, 2021. This adoption did not have a material effect on the Companys consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06 Debt – Debt With Conversion And Other Options (Subtopic 470-20) And Derivatives and Hedging – Contracts In Entitys Own Equity (Subtopic 815-40): Accounting For Convertible Instruments And Contracts In An Entitys Own Equity 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 and other contingencies. Actual results could differ from those estimates. Mineral Interests The Company capitalizes costs for acquiring mineral properties, claims and royalty interests 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. Exploration Costs & Mine Preparation Costs Exploration costs are expensed in the period in which they occur. Costs to prepare mineral properties for mining, such as economic assessments and mine plans are expensed in the period in which they occur. 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. Revenue Recognition The Companys revenues from its joint venture have historically been its primary revenues. The Company has determined that its 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. 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 is recognized in the period of grant. 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, time periods 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 2021 and 2020, the Company determined fair value on a recurring basis and non-recurring basis as follows: Schedule of Fair Value On Recurring and Non-Recurring Basis Balance Balance Fair Value Liabilities Recurring: Notes payable in gold (Note 7) $ 481,780 $ 505,590 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at December 31, 2021 and 2020. The inputs to the valuation of Level 2 liabilities are described in Note 7 Notes Payable in Gold |
MINERAL INTERESTS
MINERAL INTERESTS | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
MINERAL INTERESTS | 3. MINERAL INTERESTS At December 31, 2021 and 2020, the Companys mining properties claims, and royalty interest were as follows: Schedule of Mining Properties Claim and Royalty Interest 2021 2020 Chandalar property and claims $ 264,000 $ 264,000 2003 purchased claims 35,000 35,000 Unpatented state claims staked 40,400 40,400 Asset retirement costs 37,028 37,028 Jumbo Basin royalty interest 250,000 250,000 Total $ 626,428 $ 626,428 |
JOINT VENTURE
JOINT VENTURE | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE | 4. 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. 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 2021 and the filing of this report in 2022, 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 could be incurred 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 12 Commitments and Contingencies 80,318 173,877 CGL: The Company invested $25,000 in a 49% interest in Chandalar Gold LLC (CGL) during the year ended December 31, 2020. The Company does not have control or significant influence over CGL and accounts for it using the equity method. During the year ended December 31, 2021 and 2020, CGL had no operating activities. Goldrich has accrued a distribution to CGL of $35,794 in accrued liabilities; if and when that distribution is remitted to CGL, the Company would in turn receive a distribution of approximately 49% of that distribution back from CGL as a result of its ownership. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS In addition to related party transactions described in Notes 6 and 9, the Company has accrued amounts to the Companys Chief Executive Officer (CEO), Chief Financial Officer (CFO) and board of directors fees for amounts earned but not yet paid. Beginning in January 2016 and through December 31, 2021, the CEOs salary has not been paid in full. Salary due to the CFO have been accrued and remain unpaid, as have board of directors fees: Schedule of Related Party Transactions CEO Year ended Year ended Balance at beginning of period $ 590,851 $ 426,500 Deferred salary 180,000 166,000 Deferred expenses 40,220 17,351 Payments (17,351 ) (19,000 ) Ending Balance 793,720 590,851 CFO Balance at beginning of period 88,736 78,644 Deferred 27,768 27,354 Payments (24,523 ) (17,262 ) Ending Balance 91,981 88,736 Board fees payable 131,702 108,202 Total Related party payables $ 1,017,403 $ 787,789 |
NOTES PAYABLE & NOTES PAYABLE _
NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY | 6. NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY At December 31, 2021, the Company has outstanding notes payable of $ 1,088,421 4,064,211 1,062,106 3,641,053 During the year ended December 31, 2021, the Company received additional notes payable of $469,474 of which $ 443,158 Nicholas Gallagher 20,000 22,474 21,842 375,000 During the years ended December 31, 2021 and December 31, 2020, the Company incurred finder fees totaling $13,410 and $12,450, respectively, of which $ 12,660 11,250 571,695 520,382 Inter-Creditor Agreement As a result of an Amended and Restated Loan, Security, and Intercreditor Agreement (the Amended Agreement) dated November 1, 2019 and a First Amendment dated August 25, 2021, for each holder of the notes payable, whether or not a related party: 1. The borrower and holder entered into a Deed of Trust whereunder the notes are secured by a security interest in all real property, claims, contracts, agreements, leases, permits and the like. 2. The Company entered into a written Guaranty (Guaranty) whereunder, among other conditions, the Company unconditionally guarantees and promises to pay to the order of each holder the principal sum and all interest payable on each note payable held by such holder when and as the same becomes due, whether at the stated maturity thereof, by acceleration, call for redemption, tender, or otherwise. The Company is not in default as no demand has been made for payment or delivery. 3. Mr. Gallagher, at his option, has the right to convert outstanding but unpaid and future interest on his note into shares of the Companys common stock at $0.015 per share. 4. All loans by Mr. Gallagher and any additional loans made by Mr. Gallagher are designated as Senior Notes, and accounted for as Notes payable – related party and all loans by the other holders made prior to August 25, 2021 were designated as Junior Notes. Additionally, notes arising in the future to certain unrelated parties are also designated as Senior notes. Senior Notes, which include principal and interest are entitled to be repaid in full before any of the Junior Notes are repaid. 5. The Company confirmed that the written Guaranty extends to the repayment of additional loans made by the holders. 6. The Company confirmed that repayment of additional loans will be and remain secured by the Deed of Trust. In a separate agreement dated September 10, 2020, the Company and certain note holders, agreed to convert $36,813 of unpaid interest into shares of the Companys common stock at $0.015 per share. During the year ended December 31, 2020, a total of 13,719,248 205,787 168,976 280,752 4,212 |
NOTES PAYABLE IN GOLD
NOTES PAYABLE IN GOLD | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable In Gold | |
NOTES PAYABLE IN GOLD | 7. 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. After several amendments to the terms of the note agreements, 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 December 31, 2021 and 2020, 266.788 ounces of fine gold was due and deliverable to the holders of the Notes. No demand has been made for payment. The Company estimates the fair value of the notes, based on the market approach with Level 2 inputs of gold delivery contracts based upon previous contractual delivery dates, using the market price of gold on December 31, 2021 of approximately $1,806 per ounce as quoted on the London PM Fix market or $ 481,780 21,810 503,590 Interest of $ 41,884 93,407 38,043 51,523 |
CARES ACT PPP LOAN
CARES ACT PPP LOAN | 12 Months Ended |
Dec. 31, 2021 | |
Cares Act Ppp Loan | |
CARES ACT PPP LOAN | 8. CARES ACT PPP LOAN On April 15, 2020, the Company was granted a loan (the Loan) from Washington Trust Bank, in the aggregate amount of $ 50,600 Paycheck Protection Program During May 2021, the Company received loan forgiveness of its Cares Act PPP Loan in the amount of $ 51,135 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | 9. STOCKHOLDERS DEFICIT Common Stock: At the special shareholders meeting on November 13, 2020, the Companys shareholders approved an increase in the authorized common stock from 250,000,000 750,000,000 Series A Convertible Preferred Stock: The Company has 150,000 1,000,000 no ● Liquidation Preference: Upon a liquidation event, an amount in cash equal to $ 2.00 300,000 ● Voting: Each holder of Series A Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series A Preferred Stock could be converted. ● Conversion: Any share of Series A Preferred Stock may, at the option of the holder, be converted at any time into six shares of common stock. The Company has the right, at its sole option, to convert all Series A Preferred Stock into common stock after the third anniversary of its issuance if the weighted average trading price of the common stock exceeds $1.00 per share for ten consecutive trading days. The Company also has the right, at its sole option, to convert all Series A Preferred Stock into common stock after the tenth anniversary from the date of issuance. ● Dividend Rate: The holders of Series A Preferred Stock shall be entitled to receive, when and as declared by the Board, yearly cumulative dividends from the surplus or net profits of the Company at an effective rate of 5% per annum, of the original Series A Preferred Stock purchase price of $1.00 per share. The Series A dividend shall accrue ratably from the date of issuance of the Series A Preferred Stock through the entire period in which shares of Series A Preferred Stock are held and shall be payable to the holder of the Series A Preferred Stock on the conversion date of the Series A Preferred Stock or as may be declared by the Board, with proper adjustment for any dividend period which is less than a full year. ● Preferential and Cumulative. The Series A dividends shall be payable before any dividends will be paid upon, or set apart for, the common stock of the Company and will be cumulative, so that any dividends not paid or set apart for payment for the Series A Preferred Stock, will be fully paid and set apart for payment, before any dividends will be paid upon, or set apart for, the common stock of the Company. ● Payment of Dividend: If the Company shall have sufficient earnings to pay a dividend on the Series A Preferred Stock, upon declaration of any dividend by the Board in compliance with the Alaska Code and the Companys Articles of Incorporation and Bylaws, the holder of Series A Preferred Stock may elect to receive payment of Series A dividend on a dividend payment date in cash, or provisionally in gold. Payment of Series A dividends in gold shall be paid only if the Company is producing gold in sufficient quantities as of the dividend payment date to pay such in-kind dividend and shall be delivered in the form of gold produced from the Companys Chandalar property. We have total dividends in arrears of $ 100,188 92,583 Conversion of outstanding shares of Series A Preferred stock would have resulted in dilution of 900,000 Series B Convertible Preferred Stock: The Company has 200 300 no ● Liquidation Preference: Upon a liquidation event, an amount in cash equal to $ 1,000 200,000 ● Voting: Each holder of Series B Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series B Preferred Stock could be converted. Holders of Series B Preferred Stock vote as a single class with the common shares on an as-if-converted basis. No holder of Series B Preferred Stock is entitled to pre-emptive voting rights. ● Conversion: Shares of Series B Preferred Stock may, at the option of the holder, be converted at any time into a number of fully-paid and non-assessable shares of common stock as is equal to the product obtained by multiplying the Series B shares by $1,000, then dividing by the Series B conversion price of $0.07 per common share. The Series B conversion price is subject to adjustment in accordance with the provisions of the statement of designation. ● Dividend Rate: The holders of Series B Preferred Stock shall not be entitled to receive dividends. Conversion of outstanding shares of Series B Preferred stock would result in dilution of 2,857,142 Series C Convertible Preferred Stock: The Company has 250 250 no ● Liquidation Preference: Upon a liquidation event, an amount in cash equal to $ 1,000 250,000 ● Voting: Each holder of Series C Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series C Preferred Stock could be converted. Holders of Series C Preferred Stock vote as a single class with the common shares on an as-if-converted basis. No holder of Series C Preferred Stock is entitled to pre-emptive voting rights. ● Conversion: Shares of Series C Preferred Stock may, at the option of the holder, be converted at any time into a number of fully-paid and non-assessable shares of common stock as is equal to the product obtained by multiplying the Series C shares by $1,000, then dividing by the Series C conversion price of $0.03 per common share. The Series C conversion price is subject to adjustment in accordance with the provisions of the statement of designation. ● Dividend Rate: The holders of Series C Preferred Stock shall not be entitled to receive dividends. Conversion of outstanding shares of Series C Preferred stock would result in dilution of 8,333,333 Series D Convertible Preferred Stock: The Company has 150 150 no 5,000,000 Series E Convertible Preferred Stock: The Company has 300 300 no 10,000,000 Series F Convertible Preferred Stock: The Company has 153 300 no 5,100,000 Series D, E and F Preferred Stock were issued with the following rights and preferences: ● Liquidation Preference: Upon a liquidation event, an amount in cash equal to $ 1,000 ● Voting: Each holder of Series D, E and F Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series D, E and F Preferred Stock could be converted. Holders of Series D, E and F Preferred Stock vote as a single class respectively with the common shares on an as-if-converted basis. No holder of Series D, E and F Preferred Stock is entitled to pre-emptive voting rights. ● Conversion: Shares of Series D, E and F Preferred Stock may, at the option of the holder, be converted at any time into a number of fully-paid and non-assessable shares of common stock as is equal to the product obtained by multiplying the Series D, E and F shares by $1,000, then dividing by the Series D, E and F conversion price of $0.03 per common share. The Series D, E and F conversion price is subject to adjustment in accordance with the provisions of the statement of designation. ● Dividend Rate: The holders of Series D, E and F Preferred Stock shall not be entitled to receive dividends. ● The Series D, E and F Preferred Stock includes a redemption feature as described above. A related party and member of the Companys board of directors, Nicholas Gallagher, holds and controls all of the outstanding shares of the Series A, B and C Preferred Stock, 50 shares of the Series D Preferred Stock, 280 shares of the Series E Preferred Stock and all of the Series F Preferred Stock. Warrants: The following is a summary of warrants at December 31, 2021: Schedule of Summary of Warrants Shares Exercise Expiration Date Class R Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2020 15,000,001 .045 Aug 1 to Dec 9, 2023 Outstanding and exercisable at December 31, 2020 15,000,001 Warrants expired (3,333,333 ) Outstanding and exercisable at December 31, 2021 11,666,668 Class S Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2020 5,100,000 .03 Dec 30, 2021 to Mar 30, 2022 Warrants exercised (466,664 ) Outstanding and exercisable at December 31, 2020 4,633,336 Warrants exercised (4,633,336 ) Outstanding and exercisable at December 31, 2021 - Class T Warrants: (Issued with Senior Secured Notes Payable) Outstanding and exercisable at January 1, 2020 22,608,357 .03 Dec 22, 2022 to Oct 31, 2024 Warrants exercised (5,000,000 ) Outstanding and exercisable at December 31, 2020 17,608,357 Warrants exercised (6,947,131 ) Outstanding and exercisable at December 31, 2021 10,661,226 Warrants outstanding at December 31, 2020 were 37,241,694 0.036 22,327,894 .038 Warrant Exercises During the year ended December 31, 2021, the Company received $347,414 cash as a result of the exercise of Class S and T warrants at an exercise price of $0.03 per common share, resulting in the issuance of 11,580,467 common shares. Of that amount, 7,458,303 of the warrants exercised were owned by Mr. Gallagher and were transferred to unrelated parties. The unrelated parties then exercised the warrants for cash. The Company received an additional $40,000 for the exercise of Class T warrants which are included in stock subscription payable at December 31, 2021. Once the exercise is complete, the Company will issue 1,333,333 common shares for the exercise. During September and October 2020, the Company received $439,000 cash as a result of the exercise of Class Q, Class S, and Class T warrants at an exercise price of $0.03 per common share. The warrants were owned by Mr. Gallagher and were transferred to unrelated parties. The unrelated parties then exercised the warrants for cash, resulting in the issuance of 14,633,330 common shares. Warrant Extensions On June 30, 2021, the Companys Board of Directors, voted to extend the expiry dates for all Class R warrants not already expired, by two years. Prior to this change, the Class R warrants were set to expire at various times throughout 2021, with the last one expiring on December 9, 2021. With this change, 11,666,668 Class R warrants were modified to expire on various dates from August 1 to December 9, 2023. Stock Options and Stock-Based Compensation: Under the Companys 2008 Equity Incentive Plan, as amended by shareholder vote on November 13, 2020 (the Plan), options to purchase shares of common stock may be granted to key employees, contract management and directors of the Company. The Plan permits the granting of nonqualified stock options, incentive stock options and shares of common stock. Upon exercise of options, shares of common stock are issued from the Companys treasury stock or, if insufficient treasury shares are available, from authorized but unissued shares. Options are granted at a price equal to the closing price of the common stock on the date of grant. The stock options are generally exercisable immediately upon grant and for a period of 10 years. In the event of cessation of the holders relationship with the Company, the holders exercise period terminates 90 days following such cessation. The Plan authorizes the issuance of up to 16,129,304 shares of common stock, subject to adjustment for certain events, such as a stock split or other dilutive events. As of December 31, 2021, there were a total of 8,954,304 shares available for grant in the Plan, 6,075,000 shares issued, 50,000 options exercised in prior years, and 1,050,000 options exercisable and outstanding. A summary of stock option transactions for the years ended December 31, 2021 and 2020 are as follows: Schedule of Stock Option Transactions Shares Weighted- Weighted Aggregate Options outstanding and exercisable at December 31, 2019 1,075,000 $ 0.06 6.24 $ 0 Options outstanding and exercisable at December 31, 2020 1,075,000 $ 0.06 5.24 $ 2,125 Options expired (25,000 ) $ 0.21 Options outstanding and exercisable at December 31, 2021 1,050,000 $ 0.05 4.35 $ 38,225 As of December 31, 2021 and 2020, the intrinsic value of options outstanding and exercisable was $38,225 and $2,125, respectively. Interest Payable Satisfied with Common Stock During the year ended December 31, 2020, the holders of the notes payable and notes payable related party, agreed to convert a portion of their unpaid interest into stock of the Company at $0.015 per share. A total of 13,719,248 common shares with a basis of $0.015 per share, were issued to the holders, reducing interest payable and interest payable related party, by $205,787, of which $168,976 was to Mr. Gallagher. During the year ended December 31, 2021, a total of 280,752 common shares were issued to one holder in exchange for interest payable of $4,212 at $0.015 per share. |
REMEDIATION AND ASSET RETIREMEN
REMEDIATION AND ASSET RETIREMENT OBLIGATION | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
REMEDIATION AND ASSET RETIREMENT OBLIGATION | 10. REMEDIATION AND ASSET RETIREMENT OBLIGATION On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions. Changes to the Companys asset retirement obligation on its Chandalar property are as follows: Schedule of Assets Retirement Obligation December 31, 2021 December 31, 2020 Asset Retirement Obligation – beginning balance $ 162,189 $ 155,951 Accretion 6,488 6,238 Asset Retirement Obligation – ending balance $ 168,677 $ 162,189 Due to the uncertainly of the outcome of arbitration, it is not possible at this time to reasonably estimate or quantify what future obligation may be required to be recorded for the Companys prior mining activities (see Note 4 – Joint Venture; Arbitration The Company is responsible to remediate areas previously disturbed by mining activities, with the exception of certain access roads, airstrips or other amenities that are permanent in nature and improve the general access and maintainability of state lands covered by the Companys mining claims. The Company has accrued $ 100,000 100,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES The Company did not recognize a tax provision benefit for the years ended December 31, 2021 and 2020. Following are the components of deferred tax assets, liabilities and allowances at December 31, 2021 and 2020: Schedule of Deferred Tax Assets and Liabilities 2021 2020 Deferred tax assets arising from: Capitalized exploration and development costs $ 46,000 $ 57,000 Unrecovered promotional and exploratory costs 112,000 112,000 Accrued remediation costs 69,000 68,000 Note payable in gold - 29,000 Share based compensation 278,000 278,000 Net operating loss carryforwards 13,832,000 13,150,000 Total deferred tax assets 14,337,000 13,694,000 Less valuation allowance (14,330,000 ) (13,694,000 ) Total 7,000 - Deferred tax liabilities arising from: Note payable in gold (7,000 ) - Total deferred tax liabilities (7,000 ) - Net deferred tax $ - $ - Management has determined that it is more likely than not that the Company will not realize the benefit of its deferred tax assets. Therefore, a valuation allowance equal to 100% of deferred tax asset has been recognized. The deferred tax assets were calculated based on an effective tax rate of 30% for 2021 and 2020. At December 31, 2021, the Company had federal and state tax-basis net operating loss carryforwards, prior to giving effect to the probable changes resulting from the IRS audit of the joint venture as described above, totaling $ 47.1 million 43.7 million On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. Management determined that the CARES Act had no impact on the Company. The differences between the provision (benefit) for federal income taxes and federal income taxes computed using the U.S. statutory tax rate of 21% were as follows: Schedule of Effective Income Tax Rate Reconciliations 2021 2020 Federal income tax expense (benefit) based on statutory rate $ (472,000 ) 21.0 % $ (455,000 ) 21.0 % State income tax expense (benefit), net of federal taxes (196,000 ) 8.7 % (190,000 ) 8.7 % Revision of NOL estimates, state apportionment factors and state effective tax rates 32,000 (1.4 )% 2,000 (0.1 )% Increase (decrease) in valuation allowance 636,000 (28.3 )% 643,000 (29.6 )% Total taxes on income (loss) $ - - % $ - - % The Company has assessed its tax positions other than the NOL issue above and has determined that it has taken no uncertain tax position that is probable to give rise to an unrecognized tax liability. In the event that the Company is assessed penalties and/or interest, penalties would be charged to other operating expense and interest would be charged to interest expense. The Company files federal income tax returns in the United States only. Tax attributes, mainly net operating losses after 2014, may be adjusted as a result of a completed audit of 2015, 2016 and 2017, as described above. The Company is no longer subject to federal income tax examination by tax authorities for years before 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES The Company has one near-term commitment: ● A $46,500 liability for a consulting contract for which services have not been received. The Company is 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 $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 2022 to satisfy its annual labor requirements. This carryover expires in the years 2022 through 2026 if unneeded to satisfy requirements in those years. 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, and through the date of this report, 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 Regarding 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 $413,441 from GNP. In like manner, the Panel determined that NyacAU is entitled to an additional $413,441 in distributions for these years. As the Company is uncertain as to the collectability of these distributions, no recognition of these awards are included in its Statement of Operations for the year ended December 31, 2021. 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. NyacAU challenged this award but the Panel issued an additional ruling stating the amount owed to be $120,883 to Goldrich plus 5% prejudgment interest on unpaid LOC1 interest as it fell due, see Supplemental Orders 5-8 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. During the year ended December 31, 2019, Goldrich accrued a liability for this ruling on its consolidated balance sheet of $421,366 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. This matter is discussed further in the Order on Respondents Motion to Confirm Judgment 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 interest at 5% and legal fees, for personal expenses incurred relating to GNPs operations. This matter is discussed further in the Judgements Issued by Superior Court 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) No later than January 15, 2020, NyacAU and Goldrich shall attempt to establish, by agreement, a market value for the GNP permit in connection with a transfer of the Permit to Goldrich or a third party, taking into consideration the obligation of GNP, or any transferee of the permit, to complete reclamation in accordance with NyacAUs government-approved reclamation plan. b) Reasonably prior to May 31, 2020, NyacAU shall perform its obligation to make provision … for reclamation by (1) adding all reclamation expenses actually incurred by NyacAU to LOC 1; (2) from GNPs assets, to the extent possible after payment of GNPs debts and liabilities and liquidation expenses. 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, NyacAU, as holder of the permit and as ruled by the Panel, has 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. If there is no further placer production from these claims, Goldrich will not have a liability to pay 50% of LOC1. 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. See Final Post Award Orders 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. 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, and to clarify the party for the award, NyacAU or GNP. 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. At December 31, 2020, a total amount of $101,669 is included for the judgement and post judgement interest in accounts payable and interest payable on the consolidated balance sheet. During the year-ended December 31, 2021, an additional $5,141 was accrued for interest. At December 31, 2021, a total of $106,810 is included in accounts payable and interest payable on the consolidated balance sheet for the judgements. Final Post Award Orders On September 4, 2020, the arbitration Panel issued Final Post Award Orders, wherein the Panel issued rulings on multiple issues, including but not limited to, those discussed below: 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. 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 the dissolution and winding up of the Company. 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 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 through October 1, 2018, after which date no interest would be shared with Goldrich. As we are uncertain as to the collectability of these distributions, no recognition of these revenues is included in our Statement of Operations for the year ended December 31, 2021. Clarification of Award In the Partial Final Award given in 2019, the arbitration Panel made an award to NyacAU of $377,253 in damages plus 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. On April 7, 2021, the Panel issued two orders: - Order on Respondents Motion to Preserve Confidentiality of Arbitration Proceedings, wherein the Panel ruled that the Company did not violate confidentiality when it filed the arbitration rulings as exhibits to its public reporting with the Securities and Exchange Commission, and - Order on Respondents Motion to Confirm Judgement, to correct, clarify or modify an award made in the Partial Final Award. This order confirmed a GNP claim against the Company for $50,685 for additional reclamation costs, including interest of $2,589, and clarified that GNP, not NyacAU, was awarded the 2012 reclamation costs. This event constitutes a Type 1 event, which required adjustment and recognition in the financial statements for the year ended December 31, 2020. Together, the $421,366 accrued at December 31, 2019, the $16,503 accrued interest during the year ended December 31, 2020, and the aforementioned $50,685, at December 31, 2020, a total of $488,544 has been included in accounts and interest payable on the Consolidated Balance Sheet. Additional interest of $18,811 was accrued during the year ended December 31, 2021, bringing the total to $507,365 which is included in accounts and interest payable on the Consolidated Balance Sheet. On August 30, 2021, the Panel issued the Second Partial Final Award and the Modified Second Interim Award re Dissolution/Liquidation of GNP and Related Issues. These Awards were administrative and clarifying in nature, and had no financial effects on the previous rulings. Finally, if the Superior Court of Alaska determines that GNP or any other entity is the prevailing party of the Superior Court proceedings, the Company will likely also be liable for a percentage (most likely 20%) of some or all of the prevailing partys attorneys fees for those matters adjudicated before the Court. The likelihood of such a ruling, the amount thereof and the determination of a percentage of the fees cannot be presently estimated. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS Subsequent to December 31, 2021, the Company received $70,000 cash as a result of exercise of Class R warrants at an exercise price of $0.045 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 1,555,555 common shares. On January 20, 2022, the Company repaid a total of $25,000 in expense reimbursements to Mr. Gallagher, a related party. Subsequent to December 31, 2021, the Company received $33,158 cash as a result of exercise of Class T warrants at an exercise price of $0.03 per common share, resulting in the issuance of 1,105,262 common shares. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidation of and Accounting for Subsidiaries | Consolidation of and Accounting for Subsidiaries The consolidated financial statements include the accounts of the Company and the accounts of its 100% owned subsidiary Goldrich Placer, LLC as of and for the years ended December 31, 2021 and December 31, 2020, with all intercompany balances eliminated. |
Accounting for Investments in Joint Ventures | Accounting for Investments in Joint Ventures For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Companys share of the ventures earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations. GNP: The Company has an equity method investment in Goldrich NyacAU Placer LLC, a 50%-owned joint venture in which the Company does not have joint control or significant influence. See Note 4 Joint Venture |
Contingencies | Contingencies In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred but not accrued. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share For the years ended December 31, 2021 and 2020, the effect of the Companys outstanding convertible preferred shares, stock options, and warrants totaling 55,568,369 70,507,169 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The Company adopted this update on January 1, 2021. This adoption did not have a material effect on the Companys consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06 Debt – Debt With Conversion And Other Options (Subtopic 470-20) And Derivatives and Hedging – Contracts In Entitys Own Equity (Subtopic 815-40): Accounting For Convertible Instruments And Contracts In An Entitys Own Equity 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 | 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 | 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 and other contingencies. Actual results could differ from those estimates. |
Mineral Interests | Mineral Interests The Company capitalizes costs for acquiring mineral properties, claims and royalty interests 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. |
Exploration Costs & Mine Preparation Costs | Exploration Costs & Mine Preparation Costs Exploration costs are expensed in the period in which they occur. Costs to prepare mineral properties for mining, such as economic assessments and mine plans are expensed in the period in which they occur. |
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. |
Revenue Recognition | Revenue Recognition The Companys revenues from its joint venture have historically been its primary revenues. The Company has determined that its 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. |
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 is recognized in the period of grant. |
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, time periods 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 | 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 2021 and 2020, the Company determined fair value on a recurring basis and non-recurring basis as follows: Schedule of Fair Value On Recurring and Non-Recurring Basis Balance Balance Fair Value Liabilities Recurring: Notes payable in gold (Note 7) $ 481,780 $ 505,590 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at December 31, 2021 and 2020. The inputs to the valuation of Level 2 liabilities are described in Note 7 Notes Payable in Gold |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value On Recurring and Non-Recurring Basis | During 2021 and 2020, the Company determined fair value on a recurring basis and non-recurring basis as follows: Schedule of Fair Value On Recurring and Non-Recurring Basis |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Balance Balance Fair Value Liabilities Recurring: Notes payable in gold (Note 7) $ 481,780 $ 505,590 2 |
MINERAL INTERESTS (Tables)
MINERAL INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Mining Properties Claim and Royalty Interest | At December 31, 2021 and 2020, the Companys mining properties claims, and royalty interest were as follows: Schedule of Mining Properties Claim and Royalty Interest |
MINERAL INTERESTS | 2021 2020 Chandalar property and claims $ 264,000 $ 264,000 2003 purchased claims 35,000 35,000 Unpatented state claims staked 40,400 40,400 Asset retirement costs 37,028 37,028 Jumbo Basin royalty interest 250,000 250,000 Total $ 626,428 $ 626,428 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions |
RELATED PARTY TRANSACTIONS | CEO Year ended Year ended Balance at beginning of period $ 590,851 $ 426,500 Deferred salary 180,000 166,000 Deferred expenses 40,220 17,351 Payments (17,351 ) (19,000 ) Ending Balance 793,720 590,851 CFO Balance at beginning of period 88,736 78,644 Deferred 27,768 27,354 Payments (24,523 ) (17,262 ) Ending Balance 91,981 88,736 Board fees payable 131,702 108,202 Total Related party payables $ 1,017,403 $ 787,789 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Summary of Warrants | The following is a summary of warrants at December 31, 2021: Schedule of Summary of Warrants |
STOCKHOLDERS' DEFICIT | Shares Exercise Expiration Date Class R Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2020 15,000,001 .045 Aug 1 to Dec 9, 2023 Outstanding and exercisable at December 31, 2020 15,000,001 Warrants expired (3,333,333 ) Outstanding and exercisable at December 31, 2021 11,666,668 Class S Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2020 5,100,000 .03 Dec 30, 2021 to Mar 30, 2022 Warrants exercised (466,664 ) Outstanding and exercisable at December 31, 2020 4,633,336 Warrants exercised (4,633,336 ) Outstanding and exercisable at December 31, 2021 - Class T Warrants: (Issued with Senior Secured Notes Payable) Outstanding and exercisable at January 1, 2020 22,608,357 .03 Dec 22, 2022 to Oct 31, 2024 Warrants exercised (5,000,000 ) Outstanding and exercisable at December 31, 2020 17,608,357 Warrants exercised (6,947,131 ) Outstanding and exercisable at December 31, 2021 10,661,226 Warrants outstanding at December 31, 2020 were 37,241,694 0.036 22,327,894 .038 |
Schedule of Stock Option Transactions | A summary of stock option transactions for the years ended December 31, 2021 and 2020 are as follows: Schedule of Stock Option Transactions |
STOCKHOLDERS' DEFICIT (Details 2) | Shares Weighted- Weighted Aggregate Options outstanding and exercisable at December 31, 2019 1,075,000 $ 0.06 6.24 $ 0 Options outstanding and exercisable at December 31, 2020 1,075,000 $ 0.06 5.24 $ 2,125 Options expired (25,000 ) $ 0.21 Options outstanding and exercisable at December 31, 2021 1,050,000 $ 0.05 4.35 $ 38,225 |
REMEDIATION AND ASSET RETIREM_2
REMEDIATION AND ASSET RETIREMENT OBLIGATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Assets Retirement Obligation | Schedule of Assets Retirement Obligation |
REMEDIATION AND ASSET RETIREMENT OBLIGATION | December 31, 2021 December 31, 2020 Asset Retirement Obligation – beginning balance $ 162,189 $ 155,951 Accretion 6,488 6,238 Asset Retirement Obligation – ending balance $ 168,677 $ 162,189 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Following are the components of deferred tax assets, liabilities and allowances at December 31, 2021 and 2020: Schedule of Deferred Tax Assets and Liabilities |
INCOME TAXES | 2021 2020 Deferred tax assets arising from: Capitalized exploration and development costs $ 46,000 $ 57,000 Unrecovered promotional and exploratory costs 112,000 112,000 Accrued remediation costs 69,000 68,000 Note payable in gold - 29,000 Share based compensation 278,000 278,000 Net operating loss carryforwards 13,832,000 13,150,000 Total deferred tax assets 14,337,000 13,694,000 Less valuation allowance (14,330,000 ) (13,694,000 ) Total 7,000 - Deferred tax liabilities arising from: Note payable in gold (7,000 ) - Total deferred tax liabilities (7,000 ) - Net deferred tax $ - $ - |
Schedule of Effective Income Tax Rate Reconciliations | The differences between the provision (benefit) for federal income taxes and federal income taxes computed using the U.S. statutory tax rate of 21% were as follows: Schedule of Effective Income Tax Rate Reconciliations |
INCOME TAXES (Details 2) | 2021 2020 Federal income tax expense (benefit) based on statutory rate $ (472,000 ) 21.0 % $ (455,000 ) 21.0 % State income tax expense (benefit), net of federal taxes (196,000 ) 8.7 % (190,000 ) 8.7 % Revision of NOL estimates, state apportionment factors and state effective tax rates 32,000 (1.4 )% 2,000 (0.1 )% Increase (decrease) in valuation allowance 636,000 (28.3 )% 643,000 (29.6 )% Total taxes on income (loss) $ - - % $ - - % |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 39,422,474 | $ 37,663,315 |
Working Capital Deficit | $ 10,634,714 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Recurring: Notes payable in gold (Note 7) | $ 481,780 | $ 503,590 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Recurring: Notes payable in gold (Note 7) | $ 481,780 | $ 505,590 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 55,568,369 | 70,507,169 |
MINERAL INTERESTS (Details)
MINERAL INTERESTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Chandalar property and claims | $ 264,000 | $ 264,000 |
2003 purchased claims | 35,000 | 35,000 |
Unpatented state claims staked | 40,400 | 40,400 |
Asset retirement costs | 37,028 | 37,028 |
Jumbo Basin royalty interest | 250,000 | 250,000 |
Total mineral interests | $ 626,428 | $ 626,428 |
JOINT VENTURE (Details Narrativ
JOINT VENTURE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Legal Fees | $ 80,318 | $ 173,877 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Balance at beginning of period | $ 787,789 | ||
Ending Balance | 1,017,403 | $ 787,789 | |
Accrued Professional Fees | 108,202 | $ 131,702 | |
Total Related party payables | 1,017,403 | 787,789 | |
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Balance at beginning of period | 590,851 | 426,500 | |
Deferred salary | 180,000 | 166,000 | |
Deferred | 40,220 | 17,351 | |
Payments | (17,351) | (19,000) | |
Ending Balance | 793,720 | 590,851 | |
Total Related party payables | 793,720 | 590,851 | |
Chief Financial Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Balance at beginning of period | 88,736 | 78,644 | |
Deferred | 27,768 | 27,354 | |
Payments | (24,523) | (17,262) | |
Ending Balance | 91,981 | 88,736 | |
Total Related party payables | $ 91,981 | $ 88,736 |
NOTES PAYABLE & NOTES PAYABLE_2
NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Notes Payable | $ 1,088,421 | $ 1,062,106 |
Notes Payable, Related Parties, Current | 4,064,211 | 3,641,053 |
Proceeds from Related Party Debt | 422,000 | 375,000 |
Repayments of Related Party Debt | 20,000 | |
Debt Instrument, Unamortized Discount | 22,474 | 21,842 |
Finder Fees | 12,660 | 11,250 |
Interest Expense, Related Party | 571,695 | 520,382 |
Stock Issued During Period, Value, Other | $ 4,212 | $ 205,787 |
Common Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Stock Issued During Period, Shares, Other | 280,752 | 13,719,248 |
Stock Issued During Period, Value, Other | $ 28,076 | $ 1,371,924 |
Nicholas Gallagher | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Proceeds from Related Party Debt | 443,158 | 375,000 |
Repayments of Related Party Debt | $ 20,000 | |
Stock Issued During Period, Value, Other | $ 168,976 |
NOTES PAYABLE IN GOLD (Details
NOTES PAYABLE IN GOLD (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
[custom:NotesPayableInGold-0] | $ 481,780 | $ 503,590 |
[custom:ChangeInFairValueOfNotesPayableInGold] | 21,810 | (97,271) |
Interest Payable, Current | 674,800 | 452,478 |
Notes Payable In Gold [Member] | ||
Short-term Debt [Line Items] | ||
Interest Expense | 41,884 | 38,043 |
Interest Payable, Current | $ 93,407 | $ 51,523 |
CARES ACT PPP LOAN (Details Nar
CARES ACT PPP LOAN (Details Narrative) - USD ($) | Apr. 15, 2020 | May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Troubled Debt Restructuring [Line Items] | ||||
Proceeds from Bank Debt | $ 50,600 | |||
[custom:GainOnForgivenessCaresActLoan] | $ (51,135) | |||
Paycheck Protection Program | ||||
Financing Receivable, Troubled Debt Restructuring [Line Items] | ||||
Proceeds from Bank Debt | $ 50,600 | |||
[custom:GainOnForgivenessCaresActLoan] | $ 51,135 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Beginning Balance | 37,241,694 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.038 | $ 0.036 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance | 22,327,894 | 37,241,694 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 22,327,894 | 37,241,694 | |
Class R Warrants: (Issued for Private Placement) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Beginning Balance | 15,000,001 | 15,000,001 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.045 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance | 11,666,668 | 15,000,001 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | (3,333,333) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 11,666,668 | 15,000,001 | 15,000,001 |
Class S Warrants: (Issued for Private Placement of Preferred Stock) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Beginning Balance | 4,633,336 | 5,100,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.03 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance | 4,633,336 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | (4,633,336) | (466,664) | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 4,633,336 | 5,100,000 | |
Class T Warrants: (Issued with Senior Secured Notes Payable) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Beginning Balance | 17,608,357 | 22,608,357 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.03 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance | 10,661,226 | 17,608,357 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | (6,947,131) | (5,000,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 10,661,226 | 17,608,357 | 22,608,357 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details 2) - Equity Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Offsetting Assets [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 1,075,000 | 1,075,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.06 | $ 0.06 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 4 months 6 days | 5 years 2 months 26 days | 6 years 2 months 26 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,125 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,050,000 | 1,075,000 | 1,075,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.05 | $ 0.06 | $ 0.06 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 38,225 | $ 2,125 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (25,000) | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 0.21 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 13, 2020 | Nov. 12, 2020 | |
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 | 750,000,000 | 250,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Preferred Stock, Shares Authorized | 8,998,700 | 8,998,700 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 55,568,369 | 70,507,169 | ||
Convertible preferred stock series A | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Outstanding | 150,000 | 150,000 | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | ||
Preferred Stock, Liquidation Preference Per Share | $ 2 | $ 2 | ||
Preferred Stock, Liquidation Preference, Value | $ 300,000 | $ 300,000 | ||
Preferred Stock, Voting Rights | Each holder of Series A Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series A Preferred Stock could be converted. | |||
Preferred Stock, Dividend Payable | $ 100,188 | $ 92,583 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 900,000 | 900,000 | ||
Convertible preferred stock series B | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Outstanding | 200 | 200 | ||
Preferred Stock, Shares Authorized | 300 | 300 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 | ||
Preferred Stock, Liquidation Preference, Value | $ 200,000 | $ 200,000 | ||
Preferred Stock, Voting Rights | Each holder of Series B Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series B Preferred Stock could be converted. Holders of Series B Preferred Stock vote as a single class with the common shares on an as-if-converted basis. No holder of Series B Preferred Stock is entitled to pre-emptive voting rights. | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,857,142 | 2,857,142 | ||
Convertible preferred stock series C | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Outstanding | 250 | 250 | ||
Preferred Stock, Shares Authorized | 250 | 250 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 | ||
Preferred Stock, Liquidation Preference, Value | $ 250,000 | $ 250,000 | ||
Preferred Stock, Voting Rights | Each holder of Series C Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series C Preferred Stock could be converted. Holders of Series C Preferred Stock vote as a single class with the common shares on an as-if-converted basis. No holder of Series C Preferred Stock is entitled to pre-emptive voting rights. | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,333,333 | 8,333,333 | ||
Convertible preferred stock series D | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Outstanding | 150 | 150 | ||
Preferred Stock, Shares Authorized | 150 | 150 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 | ||
Preferred Stock, Liquidation Preference, Value | $ 150,000 | $ 150,000 | ||
Preferred Stock, Voting Rights | Each holder of Series D, E and F Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series D, E and F Preferred Stock could be converted. Holders of Series D, E and F Preferred Stock vote as a single class respectively with the common shares on an as-if-converted basis. No holder of Series D, E and F Preferred Stock is entitled to pre-emptive voting rights. | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,000,000 | 5,000,000 | ||
Convertible preferred stock series E | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Outstanding | 300 | 300 | ||
Preferred Stock, Shares Authorized | 300 | 300 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 | ||
Preferred Stock, Liquidation Preference, Value | $ 300,000 | $ 300,000 | ||
Preferred Stock, Voting Rights | Each holder of Series D, E and F Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series D, E and F Preferred Stock could be converted. Holders of Series D, E and F Preferred Stock vote as a single class respectively with the common shares on an as-if-converted basis. No holder of Series D, E and F Preferred Stock is entitled to pre-emptive voting rights. | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,000,000 | 10,000,000 | ||
Convertible preferred stock series F | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Outstanding | 153 | 153 | ||
Preferred Stock, Shares Authorized | 300 | 300 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 | ||
Preferred Stock, Liquidation Preference, Value | $ 50,000 | $ 50,000 | ||
Preferred Stock, Voting Rights | Each holder of Series D, E and F Preferred Stock shall be entitled to vote on all matters upon which holders of common stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of common stock into which such holders shares of Series D, E and F Preferred Stock could be converted. Holders of Series D, E and F Preferred Stock vote as a single class respectively with the common shares on an as-if-converted basis. No holder of Series D, E and F Preferred Stock is entitled to pre-emptive voting rights. | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,100,000 | 5,100,000 |
REMEDIATION AND ASSET RETIREM_3
REMEDIATION AND ASSET RETIREMENT OBLIGATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Asset Retirement Obligation – beginning balance | $ 162,189 | $ 155,951 |
Accretion | 6,488 | 6,238 |
Asset Retirement Obligation – ending balance | $ 168,677 | $ 162,189 |
REMEDIATION AND ASSET RETIREM_4
REMEDIATION AND ASSET RETIREMENT OBLIGATION (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Asset Retirement Obligation Disclosure [Abstract] | ||
[custom:AccuredRemediation-0] | $ 100,000 | $ 100,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets arising from: | ||
Capitalized exploration and development costs | $ 46,000 | $ 57,000 |
Unrecovered promotional and exploratory costs | 112,000 | 112,000 |
Accrued remediation costs | 69,000 | 68,000 |
Note payable in gold | 29,000 | |
Share based compensation | 278,000 | 278,000 |
Net operating loss carryforwards | 13,832,000 | 13,150,000 |
Total deferred tax assets | 14,337,000 | 13,694,000 |
Less valuation allowance | (14,330,000) | (13,694,000) |
Total | 7,000 | |
Deferred tax liabilities arising from: | ||
Note payable in gold | (7,000) | |
Total deferred tax liabilities | (7,000) | |
Net deferred tax |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense (benefit) based on statutory rate | $ (472,000) | $ (455,000) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
State income tax expense (benefit), net of federal taxes | $ (196,000) | $ (190,000) |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 8.70% | 8.70% |
Revision of NOL estimates, state apportionment factors and state effective tax rates | $ 32,000 | $ 2,000 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (1.40%) | (0.10%) |
Increase (decrease) in valuation allowance | $ 636,000 | $ 643,000 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | (28.30%) | (29.60%) |
Total taxes on income (loss) | ||
Effective Income Tax Rate Reconciliation, Percent | (0.00%) | (0.00%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2021USD ($) |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 47,100,000 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 43,700,000 |