RELATED PARTY TRANSACTIONS | NOTE 7 – related party TRANSACTIONS During March 2019, the Company was informed that a change of control of the Company had occurred. Granite Peak Resources, LLC, through its members, including Pure Path Capital Management LLC (“GPR”) acquired 1,389,289 shares of common stock (including 90,000 warrants to purchase common stock). The members transferred their shares of common stock of the Company in exchange for a pro-rata ownership interest in GPR and are listed in the Schedule 13D filed by GPR on March 29, 2019. Since March 2019, through September 30, 2021, GPR and its members, through several unsolicited transactions purchased another 43,206 shares of common stock. GPR has not communicated to the Company any plans to change any of the current officers or directors or governing documents. GPR has expressed the purpose of its acquisition is to assist the Company in resolving its current obligations and claims, as a critical step in determining its future business plans. GPR also acquired the senior secured creditor position previously held by Pure Path Capital Group LLC (the “Senior Secured Note”), which includes a $2,500,000 first deed of trust on the Tonopah property and an outstanding promissory note with a principal balance of $2,229,187 as of both September 30, 2021, and December 31, 2020, and related accrued interest of $1,463,381 and $1,329,303 respectively. The Senior Secured Note is securitized by all the Company’s tangible or intangible assets, already or hereinafter acquired, including but not limited to machinery, inventory, accounts receivable, cash, computers, hardware, land and mineral rights, etc., and all of the outstanding shares of the Company’s subsidiary AE and its subsidiaries TCP and TR which are held in Pledge by GPR’s Nevada counsel. The outstanding principal balance on the Senior Secured Note of $2,229,187 together with related accrued interest of $1,463,381 at September 30, 2021 has had its default stayed until December 31, 2021. As further detailed in Note 4, in March 2020, the Company executed a LOC with GPR, a related party, evidenced by a 10% convertible promissory note. On July 12, 2021, the LOC’s availability was increased from $2,500,000 to $5,000,000; its maturity extended from March 16, 2023 to March 16, 2025; GPR’s right to increase the LOC by another $1,000,000 and extend two additional years was increased to $5,000,000 and extended for an additional five years; and GPR agreed to forebear exercising its foreclosure rights under its defaulted Senior Secured Note and accrued interest of $3,647,532 at June 30, 2021 until December 31, 2021. In exchange for the foregoing accommodations the Company revised GPR’s price at which the LOC can be converted to common stock from $2.00 to $1.65 per share. Disclosure of the common share equivalent of the principal and accrued interest outstanding under the LOC has been revised accordingly. The LOC is for funding operating expenses critical to the Company’s redirection and all requests for funds may be approved or disapproved in GPR’s sole discretion. The LOC bears interest at 10% per annum, and is secured by the real and personal property, and subsidiaries’ stock GPR’s Senior Secured Note has under lien. During the nine months ended September 30, 2021, GPR advanced $580,828 pursuant to the LOC in direct payments on the Company’s behalf, to pay for certain operating expenses and reduce certain accounts payable. At September 30, 2021, the balance due GPR under the LOC is $800,425 principal and $58,138 accrued interest. (See Note 4) Although the LOC is for funding operating expenses critical to the Company’s redirection and the resolution of certain creditors’ claims under GPR’s sole discretion, neither GPR nor the Company can give any assurances that such creditors or claimants may be amicably resolved. As of the date of this filing, GPR is the beneficial owner of 53.6% (61.2% including the common share equivalent of GPR’s conversion rights) of the Company’s common stock and the holder of $5,441,750 of the Company’s debt and related interest, which is secured by all of the Company’s assets. At September 30, 2021, $5,441,750 of the Company’s debt and related interest was either in default or will likely return to being in default by December 31, 2021. On February 11, 2015, the Company issued an unsecured promissory note (the “Note”) to Tina Gregerson Family Properties, LLC, an entity controlled by a former director of the Company. The Note for up to $750,000 was provided in tranches. Maturity of each tranche is one year from the date of receipt. Interest accrues at 8% per annum on each tranche. Under the terms of the Note, the Company received $477,500. At September 30, 2021 and December 31, 2020, accrued interest on the Note is $248,960 and $220,029, respectively. This Note was in default and was assigned to GPR in a private transaction during September 2021. |