Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Entity Registrant Name | Goldrich Mining Company | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 59,860 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 131,232,809 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | grmc |
Goldrich Mining Company Consoli
Goldrich Mining Company Consolidated Balance Sheets (Interim period unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 84,994 | $ 78,609 | |
Gold inventory | 2,433 | 2,433 | |
Prepaid claim fees | 77,706 | 55,713 | |
Prepaid expenses | 36,081 | 21,466 | |
Other current assets | 49,176 | 49,176 | |
Total current assets | 250,390 | 207,397 | |
Property, plant, equipment, and mining claims: | |||
Equipment, net of accumulated depreciation | 24,567 | 47,886 | |
Mining properties and claims | 582,166 | 582,166 | |
Total property, plant, equipment and mining claims | 606,733 | 630,052 | |
Total assets | 857,123 | 837,449 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 382,333 | 219,723 | |
Related party payable | 149,619 | 96,824 | |
Deferred compensation | 127,500 | ||
Notes payable in gold | 509,568 | 509,568 | |
Note payable, net of discount, current | 289,857 | ||
Dividend payable on preferred stock | 30,618 | 30,618 | |
Total current liabilities | 1,489,495 | 856,733 | |
Long-term liabilities: | |||
Note payable, net of discount | 265,423 | ||
Remediation and asset retirement obligation | 368,448 | 359,173 | |
Total long-term liabilities | 368,448 | 624,596 | |
Total liabilities | 1,857,943 | 1,481,329 | |
Commitments | [1] | 0 | 0 |
Stockholders' deficit: | |||
Preferred stock; no par value, 8,999,000 shares authorized: no shares issued or outstanding | 0 | 0 | |
Convertible preferred stock series A; 5% cumulative dividends, no par value, 1,000,000 shares authorized; 150,000 shares issued and outstanding, $300,000 liquidation preferences | 150,000 | 150,000 | |
Convertible preferred stock series B; no par value, 300 shares authorized, 200 shares issued and outstanding, $200,000 liquidation preference | 57,758 | 57,758 | |
Convertible preferred stock series C; no par value, 250 shares authorized, issued and outstanding, $250,000 liquidation preference | 52,588 | 52,588 | |
Convertible preferred stock series D; no par value, 150 shares authorized, 150 and 0 shares issued and outstanding, respectively, $100,000 liquidation preference | 0 | 0 | |
Convertible preferred stock series E; no par value, 300 shares authorized, 100 and 0 shares issued and outstanding, respectively, $100,000 liquidation preference | 0 | 0 | |
Common stock; $.10 par value, 250,000,000 shares authorized; 131,232,809 issued and outstanding | 13,123,281 | 13,123,281 | |
Additional paid-in capital | 13,634,498 | 13,384,498 | |
Accumulated deficit | (28,018,945) | (27,412,005) | |
Total stockholders' deficit | (1,000,820) | (643,880) | |
Total liabilities and stockholders' deficit | $ 857,123 | $ 837,449 | |
[1] | Note 8 |
Statement of Financial Position
Statement of Financial Position - Parenthetical - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of financial position | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 8,999,450 | 8,999,450 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible preferred stock series A, no par value, 5% cumulative dividends, shares authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock series A, shares issued | 150,000 | 150,000 |
Convertible preferred stock series A, shares outstanding | 150,000 | 150,000 |
Liquidation preference | $ 300,000 | $ 300,000 |
Convertible preferred stock series B, no par value, shares authorized | 300 | 300 |
Convertible preferred stock series B, shares issued | 200 | 200 |
Convertible preferred stock series B, shares outstanding | 200 | 200 |
Liquidation preference, additional series | $ 200,000 | $ 200,000 |
Convertible preferred stock series C no par value, shares authorized | 250 | 250 |
Convertible preferred stock series C, shares issued | 250 | 250 |
Convertible preferred stock series C, shares outstanding | 250 | 250 |
Liquidation preference, series C | $ 250,000 | $ 250,000 |
Convertible preferred stock series D no par value, shares authorized | 150 | 150 |
Convertible preferred stock series D, shares issued | 100 | 100 |
Convertible preferred stock series D, shares outstanding | 100 | 100 |
Liquidation preference, series D | $ 100,000 | $ 100,000 |
Convertible preferred stock series E no par value, shares authorized | 300 | 0 |
Convertible preferred stock series E, shares issued | 100 | 0 |
Convertible preferred stock series E, shares outstanding | 0 | 0 |
Liquidation preference, series E | $ 100,000 | $ 0 |
Common Stock, Par Value | $ 0.10 | $ 0.10 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares Issued | 131,232,809 | 131,232,809 |
Common Stock, Shares Outstanding | 131,232,809 | 131,232,809 |
Goldrich Mining Company Consol4
Goldrich Mining Company Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating expenses: | ||||
Exploration | $ 8,472 | $ 103,041 | $ 30,335 | $ 118,719 |
Depreciation and amortization | 6,312 | 9,698 | 23,319 | 54,712 |
Management fees and salaries | 53,094 | 58,031 | 163,063 | 175,250 |
Professional services | 5,633 | 6,913 | 48,887 | 50,900 |
General and administrative | 49,317 | 68,924 | 156,889 | 188,472 |
Office supplies and other | 1,038 | 3,278 | 6,672 | 6,720 |
Directors' fees | 10,200 | 5,400 | 26,600 | 25,000 |
Mineral property maintenance | 20,993 | 18,522 | 62,777 | 54,897 |
Change in remediation estimate | (8,025) | (117,236) | ||
Loss on sale of gold purchased to satisfy notes payable in gold | 8,476 | |||
Loss (gain) on sale of joint venture cash distribution interest | 6,913 | (979,279) | ||
Total operating expenses (income) | 155,059 | 272,695 | 518,542 | (413,369) |
Other (income) expense: | ||||
Interest income | (115) | (149) | ||
Interest expense and finance costs | 29,159 | 31,735 | 88,398 | 95,104 |
Total other (income) expense, net | 29,159 | 31,620 | 88,398 | 94,955 |
Net income (loss) | (184,218) | (304,315) | (606,940) | 318,414 |
Deemed dividend on Series D Preferred stock | (26,163) | (78,905) | ||
Deemed dividend on Series E Preferred stock | (76,257) | (76,257) | ||
Preferred dividends | (1,917) | (2,236) | (5,708) | (6,635) |
Net income (loss) available to common stockholders | $ (288,555) | $ (306,551) | $ (767,810) | $ 311,779 |
Net income (loss) per common share - basic | $ 0 | $ 0 | $ (0.01) | $ 0 |
Net income (loss) per common share - diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average common shares outstanding - basic | 131,232,809 | 131,082,809 | 131,232,809 | 129,511,006 |
Weighted average common shares outstanding - diluted | 131,232,809 | 131,082,809 | 131,232,809 | 133,418,148 |
Goldrich Mining Company Consol5
Goldrich Mining Company Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (606,940) | $ 318,414 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 23,319 | 54,744 |
Gain on sale of joint venture cash distribution interest | (979,279) | |
Change in remediation estimate | (117,236) | |
Loss on sale of gold purchased | 8,476 | |
Amortization of discount on note payable and notes payable in gold | 10,895 | 16,568 |
Amortization of deferred financing costs | 13,539 | 11,164 |
Accretion of asset retirement obligation | 9,275 | 8,918 |
Change in: | ||
Gold inventory | 60,112 | |
Prepaid claim fees | (21,993) | (30,372) |
Prepaid expenses | (14,615) | (25,688) |
Other current assets | 7,556 | |
Accounts payable and accrued liabilities | 162,610 | 278,798 |
Deferred compensation | 127,500 | |
Related party payable | 52,795 | 29,193 |
Accrued remediation and asset retirement obligation costs | (760,764) | |
Net cash used - operating activities | (243,615) | (1,119,396) |
Cash flows from investing activities: | ||
Net proceeds from sale of joint venture cash distribution interest | 1,074,836 | |
Net cash provided - investing activities | 1,074,836 | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants, net of offering costs | 241,831 | |
Proceeds from issuance of preferred stock and warrants | 250,000 | |
Net cash provided - financing activities | 250,000 | 241,831 |
Net increase in cash and cash equivalents | 6,385 | 197,271 |
Cash and cash equivalents, beginning of period | 78,609 | 206,025 |
Cash and cash equivalents, end of period | 84,994 | 403,296 |
Non-cash investing and financing activities: | ||
Beneficial conversion feature on preferred stock | 155,162 | |
Fair value of warrants issued in sale of joint venture cash distribution | $ 88,644 | |
Relative fair value of warrants issued with preferred stock | $ 94,838 |
1. Basis of Presentation
1. Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
1. Basis of Presentation: | 1. BASIS OF PRESENTATION: The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Companys management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the nine-month period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. For further information refer to the financial statements and footnotes thereto in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. Going Concern The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. The Company currently has no historical recurring source of revenue and its ability to continue as a going concern is dependent on the Companys ability to raise capital to fund its future exploration and working capital requirements or its ability to profitably execute its business plan. The Companys plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Companys future operations through sales of its common stock and/or debt. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
2. Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties and in which the Company has significant influence, 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. Goldrich has no significant influence over its joint venture described in Note 3 Joint Venture For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of a non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the ventures management committee. Goldrich currently has no joint venture of this nature. 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. Earnings (Loss) Per Common Share We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At September 30, 2016, there were 131,232,809 shares of our common stock issued and outstanding. The following table reconciles weighted average shares outstanding used in computations of basic and diluted earnings (loss) per share for the three- and nine-month periods ended September 30, 2016 and 2015: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Numerator: Net income (loss) $ (184,218) $ (304,315) $ (606,940) $ 318,414 Preferred dividends (104,337) (2,236) (160,870) (6,635) Net income (loss) available to common stockholders $ (288,555) $ (306,551) $ (767,810) $ 311,779 Denominator: Basic weighted average common shares 131,232,809 131,082,809 131,232,809 129,511,006 Dilutive preferred stock, stock options and warrants - - - 3,907,142 Diluted weighted average common shares 131,232,809 131,082,809 131,232,809 133,418,148 Basic earnings (loss) per common share: Net income (loss) per common share basic $ (0.00) $ (0.00) $ (0.01) $ 0.00 Diluted earnings (loss) per common share: Net income (loss) per common share diluted $ (0.00) $ (0.00) $ (0.01) $ 0.00 For the three and nine month periods ended September 30, 2016, and the three months ended September 30, 2015, the respective effect of the Companys options and warrants would have been anti-dilutive. 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, accrued remediation costs, asset retirement obligations, stock based compensation, and deferred tax assets and related valuation allowances. Actual results could differ from those estimates. Recent Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The provisions of ASU No. 2015-03 require companies to present debt issuance costs the same way they currently present debt discounts, as a direct deduction from the carrying value of that debt liability. ASU 2015-03 does not impact the recognition and measurement guidance for debt issuance costs. The guidance in the ASU is effective for fiscal years beginning after December 15, 2015. The effect of adopting this provision was to classify $13,539 of deferred financing against the related notes payable at December 31, 2015. 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. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Reclassifications Certain reclassifications have been made to conform prior periods data to the current periods presentation. These reclassifications have no effect on the results of reported operations, cash flows or stockholders deficit as previously reported. |
3. Joint Venture
3. Joint Venture | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
3. Joint Venture | 3. JOINT VENTURE On May 7, 2012, the Company entered into a joint venture (the JV) with NyacAU, LLC (NyacAU), an Alaskan private company, to bring Goldrichs Chandalar placer gold properties into production as defined in the joint venture agreement. In each case as used herein in reference to the JV, production is as defined by the JV agreement. As part of the agreement, Goldrich and NyacAU formed a 50:50 joint venture company, Goldrich NyacAU Placer LLC (GNP), to operate the Chandalar placer mines, with NyacAU acting as managing partner. Goldrich has no significant control or influence over the JV, and therefore accounts for its investment using the cost method, which totals $nil at September 30, 2016 and December 31, 2015. Under the terms of the joint venture agreement (the Agreement), NyacAU provided funding to the JV. The loans are to be repaid from future production. No funding has been advanced to Goldrich itself. According to the Agreement, on at least an annual basis, the JV shall allocate and distribute all revenue (whether in cash or as gold) generated from the JVs placer operation in the following order: 1. Current year operating expenses, 2. Members distribution of 20% (10% to Goldrich and 10% to NyacAU) provided that, for so long as the loan (LOC2) to GNP from NyacAU for the purchase of a royalty is not paid in full, the JV shall retain 100% of Goldrichs distribution and apply against the loan, 3. After payment of operating expenses and the members distribution of 20%, the JV will apply any remaining revenue to reduce the remaining balance of the loan from NyacAU to GNP for the development of the mine (LOC1), 4. Reserves for future operating expenses and capital needs, not to exceed $3,000,000 in any year, and 5. Member distributions of any remaining gold production on a 50:50 basis to each of the JV partners provided that, for so long as the loan LOC2 is not paid in full, the JV shall retain 100% of Goldrichs distribution and apply against the loan. On June 23, 2015, the Company raised net proceeds of $1.1 million through the sale of 12% of the cash flows Goldrich receives in the future from its interest in GNP (Distribution Interest) to Chandalar Gold, LLC (CGL), a non-related entity. Goldrich retained its ownership of its 50% interest in GNP but, after the transaction, subject to the terms of the GNP operating agreement, Goldrich will effectively receive approximately 44% and CGL will receive 6% (12% of Goldrichs 50% of GNP = 6%) of any cash distributions produced by GNP. As part of the purchase, CGL received 2,250,000 Series P Warrants and an option to acquire an additional 10% Distribution Interest in the cash flows Goldrich receives from its interest in GNP. Each Series P Warrant is exercisable to purchase one share of common stock of the Company at $0.07, for a period of five (5) years. The Distribution Interest option to purchase an additional 10% of Goldrichs future cash flow from GNP in consideration of a one-time cash payment of $1.3 million was not exercised before July 1, 2016 and has expired. The lead agent for the sale received a commission equal to 5% of gross proceeds raised, was granted a perpetual undivided 0.5% interest in distributions paid out by GNP to Goldrich, and was issued 1.2 million Series P-2 Warrants. Each Series P-2 Warrant is exercisable into one share of common stock of the Company for a period of five (5) years at a price of $0.05 per share. The gross fair values of the Series P and Series P-2 warrants were estimated on the issue date at $110,250 and $60,000, respectively, using the following weighted average assumptions: Risk-free interest rate 1.71% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 141.7% After applying the out of pocket costs of sale of $125,164 and recognizing the relative fair value of the Series P Warrants of $88,644, the Company recognized a gain of $930,892 on the sale of the joint venture cash distribution interest after applying an adjustment of $55,300 of the Investment in joint venture asset, reducing it to $nil at December 31, 2015. |
4. Related Party Transactions
4. Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
4. Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Beginning in January 2016, the salary of the Companys President and Chief Executive Officer (CEO) was deferred due to a lack of finances. An amount of $127,500 and $0 has been deferred and is recorded as deferred compensation at September 30, 2016 and December 31, 2015, respectively. Beginning in January 2016, the fees of the Companys Chief Financial Officer (CFO) were deferred due to a lack of finances. An amount of $35,921 and $8,726 has been accrued for his fees at September 30, 2016 and December 31, 2015, respectively. The CFOs fees for the nine month periods ended September 30, 2016 and September 30, 2015 were $35,563 and $40,250 respectively. These amounts are included in related party payable. A total of $88,098 had been accrued for directors fees at December 31, 2015. At September 30, 2016, $113,698 is accrued for their services performed, which is included in related party payable. Director fees for the nine months periods ended September 30, 2016 and September 30, 2015 were $26,600 and $25,500 respectively. |
5. Note Payable
5. Note Payable | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
5. Note Payable | 5. NOTE PAYABLE On January 24, 2014, the Company closed an unsecured senior note financing for $300,000 with a private investment firm (the lender) with a maturity date of January 24, 2017. Per the note agreement, the $300,000 is the first of six-staged loans for total aggregate amount of up to $2 million. The note bears interest at 15%, payable at the end of each quarter. Interest of $45,000 was paid and expensed during the year ended December 31, 2015. During the nine months ended September 30, 2016, interest of $33,750 was paid and expensed. Repayment of all amounts owed under the note is guaranteed by Goldrich Placer LLC, the Companys wholly owned subsidiary, which in turn owns a 50% interest in Goldrich NyacAU Placer LLC. See Note 3 Joint Venture. The note contains standard default provisions, including failure to pay interest and principal when due. At September 30, 2016, the Company had an outstanding total note payable of $300,000 less remaining unamortized discounts of $10,143 for a net liability of $289,857. The lender elected to defer at least the second through the fifth tranches of the note. At September 30, 2016, the lender retains the right to lend the contracted amounts of the second through fifth tranches of the note. |
6. Notes Payable in Gold
6. Notes Payable in Gold | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
6. Notes Payable in Gold | 6. NOTES PAYABLE IN GOLD At September 30, 2016 and December 31, 2015, the Company had outstanding total notes payable in gold of $509,568, representing 394.788 ounces of fine gold deliverable at November 30, 2016. The Company is not required to purchase gold on the open market to meet delivery obligations. In the event that sufficient gold is not produced to meet future distribution requirements, the Company may be required to renegotiate the terms of the notes with the holders to avoid default. |
7. Stockholders' Equity
7. Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
7. Stockholders' Equity | 7. STOCKHOLDERS EQUITY Private Placement Offerings - Unit Private Placements 2016 Activity On September 30, 2016, the Company completed the first tranche of an offer and sale of 100 shares of Series E Preferred stock, resulting in net proceeds of $100,000 to the Company. These shares were issued from the designated 10,000,000 share of Preferred Stock, par value as the Board may determine. In connection with the issuance of the Series E Preferred Stock, the Company issued a total of 3,333,333, five-year Class R warrants to purchase shares of the Companys common stock. The Class R warrants have an exercise price of $0.045 per share of the Companys common stock and had a relative fair value of $23,743, as determined using a Black Scholes model and allocation between the preferred shares and the warrants. The fair value of the warrants was estimated on the issue date using the following weighted average assumptions: September 30, 2016 Risk-free interest rate 1.14% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 152.8% Additionally, a beneficial conversion feature of $76,257 was determined to exist, which represented a deemed dividend to the holders of the preferred shares recognizable immediately upon issue due to the ability to convert the shares concurrent with issuance of the preferred shares. The fair value of the warrants and the beneficial conversion feature, which together consumed the value of the net proceeds, were charged to additional paid in capital at the date of issuance, resulting in no credit to Convertible preferred stock series E on the Companys balance sheet. On April 6, 2016, June 13, 2016, and August 1, 2016, the Company completed the first, second and third tranches of an offer and sale of 150 shares of Series D Preferred stock, resulting in combined net proceeds of $150,000 to the Company. These shares were issued from the designated 10,000,000 share of Preferred Stock, par value as the Board may determine. In connection with the issuance of the Series D Preferred Stock, the Company issued a total of 5,000,000, five-year Class R warrants to purchase shares of the Companys common stock. The Class R warrants have an exercise price of $0.045 per share of the Companys common stock and had a relative fair value of $71,095, as determined using a Black Scholes model and allocation between the preferred shares and the warrants. The fair value of the warrants was estimated on the issue date using the following weighted average assumptions: April 6, 2016 June 13, 2016 August 1, 2016 Risk-free interest rate 1.2% 1.14% 1.06% Expected dividend yield 0 0 0 Expected term (in years) 5 5 5 Expected volatility 147.2% 149.6% 152.6% Additionally, a beneficial conversion feature of $78,905 was determined to exist, which represented a deemed dividend to the holders of the preferred shares recognizable immediately upon issue due to the ability to convert the shares concurrent with issuance of the preferred shares. The fair value of the warrants and the beneficial conversion feature, which together consumed the value of the net proceeds, were charged to additional paid in capital at the date of issuance, resulting in no credit to Convertible preferred stock series D on the Companys balance sheet. Each share of Series D and Series E Preferred Stock is convertible into common shares of the Company equal in number to $1,000.00 divided by $0.03 per share of common stock. The purchaser of each share of Series D and Series E Preferred Stock also received Series R Warrants exercisable to purchase shares of common stock of the Company equal in number to the total purchase price divided by 0.03 (with fractional shares omitted), exercisable at any time beginning one year after the closing date for a term ending five years from the closing date at an exercise price of $0.045 per share of common stock. In the event that the Company sells any or all of its assets, in any combination, whether pursuant to a merger, share exchange, stock purchase, business combination or other similar transaction, for aggregate total compensation greater than $3,000,000 within a one-year period following the date of issuance of the Preferred Shares, the Purchaser shall have the right to demand that the Company redeem all or some of the outstanding Securities (the Preferred Shares, the Warrants, the Warrant Shares and the Conversion Shares) at a redemption price equal to the aggregate purchase price of such Securities being redeemed plus an additional amount equivalent to the amount of interest that would have accrued on the aggregate purchase price of the Securities being redeemed at a rate of 15% from the date of issuance of the Preferred Shares through to the date of redemption. The Company is in control of these features. On December 7, 2015, the Company completed the offer and sale of 250 shares of Series C Preferred stock, resulting in net proceeds of $225,000 to the Company. These shares were issued from the designated 10,000,000 share of Preferred Stock, par value as the Board may determine. In connection with the issuance of the Series C Preferred Stock, the Company issued a total of 9,166,666, five-year Class Q warrants to purchase shares of the Companys common stock, including 833,333 broker warrants. The Class Q warrants have an exercise price of $0.03 per share of the Companys common stock and had a relative fair value of $116,162 as determined using a Black Scholes model and allocation between the preferred shares and the warrants. The fair value of the warrants was estimated on the issue date using the following weighted average assumptions: Risk-free interest rate 1.68% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 141.9% Additionally, a beneficial conversion feature of $81,250 was determined to exist, which represented a deemed dividend to the holder of the preferred shares recognizable immediately upon issue due to the ability to convert the shares concurrent with issuance of the preferred shares. Both the fair value of the warrants and the beneficial conversion feature were charged to additional paid in capital at the date of issuance. On April 7, 2015, the Company completed a private placement consisting of 5,000,000 units issued at a price of $0.05 per unit and resulted in net proceeds of $241,832. Each unit consisted of one share of the Companys common stock and one full share Class O warrant. Each full Class O warrant is exercisable to purchase one additional common share of the Company at $0.06, for a period of five years following the date of issue. Warrants During the nine-month period ended September 30, 2016, 5,125,936 class H warrants expired, 12,443,913 class I warrants expired, 7,317,978 class J warrants expired and 8,333,333 class R warrants were issued. At September 30, 2016, there were 50,031,569 common stock warrants outstanding with a weighted average exercise price of $0.088 and a weighted average remaining term of 3.3 years. Stock Options and Stock-Based Compensation: A summary of stock option transactions for the period ended September 30, 2016 are as follows: Shares Weighted- Average Exercise Price (per share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2015 3,350,000 $ 0.24 3.81 $0 Granted - - Expired (150,000) 0.52 Options outstanding and exercisable at September 30, 2016 3,200,000 $ 0.22 3.23 $0 Options available for future grants 2,075,672 For the three and nine month periods ended September 30, 2016 and 2015, the Company recognized total share-based compensation for employees and consulting directors of $nil. |
8. Commitments
8. Commitments | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
8. Commitments | 8. COMMITMENTS The Company has 426.5 acres of patented claims and 22,432 acres of non-patented claims. We are subject to annual claims rental fees in order to maintain our non-patented claims. In addition to the annual claims rental fees due November 30 of each year, we are also required to meet annual labor requirements 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. Following are the annual claims and labor requirements for 2016 and 2017. November 30, 2016 November 30, 2017 Claims Rental $ 84,770 $ 90,570 Annual Labor 61,100 61,100 Yearly Totals $ 145,870 $ 151,670 The Company has a carryover to 2017 of approximately $22.1 million to satisfy its annual labor requirements. This carryover expires in the years 2017 through 2022 if unneeded to satisfy requirements in those years. |
9. Subsequent Events
9. Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
9. Subsequent Events | 9. SUBSEQUENT EVENTS On November 2, 2016, the Company closed the second tranche of a private placement for total proceeds of $100,000. We sold 100 shares of Series E Preferred Stock of the Company and warrants to purchase shares of the Companys common stock at a price per preferred share of $1,000. Each share of Series E Preferred Stock is convertible into common shares of the Company equal in number to $1,000 divided by $0.03 per share. The purchaser of each share of Series E Preferred Stock also received warrants to purchase shares of common stock of the Company equal in number to the total purchase price divided by 0.03 (rounded down), exercisable at any time beginning one year after the closing date for a term ending five years from the closing date at an exercise price of $0.045 per common share. |
2. Summary of Significant Acc15
2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
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. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties and in which the Company has significant influence, 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. Goldrich has no significant influence over its joint venture described in Note 3 Joint Venture For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of a non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the ventures management committee. Goldrich currently has no joint venture of this nature. 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. |
2. Summary of Significant Acc16
2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Earnings (loss) Per Common Share | Earnings (Loss) Per Common Share We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At September 30, 2016, there were 131,232,809 shares of our common stock issued and outstanding. The following table reconciles weighted average shares outstanding used in computations of basic and diluted earnings (loss) per share for the three- and nine-month periods ended September 30, 2016 and 2015: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Numerator: Net income (loss) $ (184,218) $ (304,315) $ (606,940) $ 318,414 Preferred dividends (104,337) (2,236) (160,870) (6,635) Net income (loss) available to common stockholders $ (288,555) $ (306,551) $ (767,810) $ 311,779 Denominator: Basic weighted average common shares 131,232,809 131,082,809 131,232,809 129,511,006 Dilutive preferred stock, stock options and warrants - - - 3,907,142 Diluted weighted average common shares 131,232,809 131,082,809 131,232,809 133,418,148 Basic earnings (loss) per common share: Net income (loss) per common share basic $ (0.00) $ (0.00) $ (0.01) $ 0.00 Diluted earnings (loss) per common share: Net income (loss) per common share diluted $ (0.00) $ (0.00) $ (0.01) $ 0.00 For the three and nine month periods ended September 30, 2016, and the three months ended September 30, 2015, the respective effect of the Companys options and warrants would have been anti-dilutive. |
2. Summary of Significant Acc17
2. Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Use of Estimates, Policy | 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, accrued remediation costs, asset retirement obligations, stock based compensation, and deferred tax assets and related valuation allowances. Actual results could differ from those estimates. |
2. Summary of Significant Acc18
2. Summary of Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
New Accounting Pronouncements, Policy | Recent Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The provisions of ASU No. 2015-03 require companies to present debt issuance costs the same way they currently present debt discounts, as a direct deduction from the carrying value of that debt liability. ASU 2015-03 does not impact the recognition and measurement guidance for debt issuance costs. The guidance in the ASU is effective for fiscal years beginning after December 15, 2015. The effect of adopting this provision was to classify $13,539 of deferred financing against the related notes payable at December 31, 2015. 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. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
2. Summary of Significant Acc19
2. Summary of Significant Accounting Policies: Reclassifications (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Reclassifications | Reclassifications Certain reclassifications have been made to conform prior periods data to the current periods presentation. These reclassifications have no effect on the results of reported operations, cash flows or stockholders deficit as previously reported. |
2. Summary of Significant Acc20
2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Numerator: Net income (loss) $ (184,218) $ (304,315) $ (606,940) $ 318,414 Preferred dividends (104,337) (2,236) (160,870) (6,635) Net income (loss) available to common stockholders $ (288,555) $ (306,551) $ (767,810) $ 311,779 Denominator: Basic weighted average common shares 131,232,809 131,082,809 131,232,809 129,511,006 Dilutive preferred stock, stock options and warrants - - - 3,907,142 Diluted weighted average common shares 131,232,809 131,082,809 131,232,809 133,418,148 Basic earnings (loss) per common share: Net income (loss) per common share basic $ (0.00) $ (0.00) $ (0.01) $ 0.00 Diluted earnings (loss) per common share: Net income (loss) per common share diluted $ (0.00) $ (0.00) $ (0.01) $ 0.00 |
3. Joint Venture_ Schedule of S
3. Joint Venture: Schedule of Series P Warrants Weighted Average Assumptions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Series P Warrants Weighted Average Assumptions | Risk-free interest rate 1.71% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 141.7% |
7. Stockholders' Equity_ Fair V
7. Stockholders' Equity: Fair Value of Warrants issued with Class R Warrants issued with Series E Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Series E Preferred Stock | |
Fair Value of Warrants issued with Class R Warrants issued with Series E Preferred Stock | September 30, 2016 Risk-free interest rate 1.14% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 152.8% |
7. Stockholders' Equity_ Fair23
7. Stockholders' Equity: Fair Value of Warrants issued with Class R Warrants issued with Series D Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Series D Preferred Stock | |
Fair Value of Warrants issued with Class R Warrants issued with Series D Preferred Stock | April 6, 2016 June 13, 2016 August 1, 2016 Risk-free interest rate 1.2% 1.14% 1.06% Expected dividend yield 0 0 0 Expected term (in years) 5 5 5 Expected volatility 147.2% 149.6% 152.6% |
7. Stockholders' Equity_ Fair24
7. Stockholders' Equity: Fair Value of Warrants issued with Class Q Warrants issued with Series C Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Fair Value of Warrants issued with Class Q Warrants issued with Series C Preferred Stock | Risk-free interest rate 1.68% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 141.9% |
7. Stockholders' Equity_ Schedu
7. Stockholders' Equity: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Shares Weighted- Average Exercise Price (per share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2015 3,350,000 $ 0.24 3.81 $0 Granted - - Expired (150,000) 0.52 Options outstanding and exercisable at September 30, 2016 3,200,000 $ 0.22 3.23 $0 Options available for future grants 2,075,672 |
8. Commitments_ Patented and no
8. Commitments: Patented and nonpatented claims, annual costs (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Patented and nonpatented claims, annual costs | November 30, 2016 November 30, 2017 Claims Rental $ 84,770 $ 90,570 Annual Labor 61,100 61,100 Yearly Totals $ 145,870 $ 151,670 |
1. Basis of Presentation (Detai
1. Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Details | |
Substantial Doubt about Going Concern | Going Concern The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. The Company currently has no historical recurring source of revenue and its ability to continue as a going concern is dependent on the Companys ability to raise capital to fund its future exploration and working capital requirements or its ability to profitably execute its business plan. The Companys plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Companys future operations through sales of its common stock and/or debt. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. |
2. Summary of Significant Acc28
2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Details | ||||
Net income (loss) | $ (184,218) | $ (304,315) | $ (606,940) | $ 318,414 |
Other Preferred Stock Dividends and Adjustments | (104,337) | (2,236) | (160,870) | (6,635) |
Net income (loss) available to common stockholders | $ (288,555) | $ (306,551) | $ (767,810) | $ 311,779 |
Weighted average common shares outstanding - basic | 131,232,809 | 131,082,809 | 131,232,809 | 129,511,006 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 3,907,142 | |||
Weighted average common shares outstanding - diluted | 131,232,809 | 131,082,809 | 131,232,809 | 133,418,148 |
Net income (loss) per common share - basic | $ 0 | $ 0 | $ (0.01) | $ 0 |
Net income (loss) per common share - diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
3. Joint Venture (Details)
3. Joint Venture (Details) - Proceeds from sale of cash flow percentage | Jun. 23, 2015USD ($) |
Other Significant Noncash Transaction, Description | On June 23, 2015, the Company raised net proceeds of $1.1 million through the sale of 12% of the cash flows Goldrich receives in the future from its interest in GNP (“Distribution Interest”) to Chandalar Gold, LLC (“CGL”), a non-related entity. Goldrich retained its ownership of its 50% interest in GNP but, after the transaction, subject to the terms of the GNP operating agreement, Goldrich will effectively receive approximately 44% and CGL will receive 6% (12% of Goldrich’s 50% of GNP = 6%) of any cash distributions produced by GNP. As part of the purchase, CGL received 2,250,000 Series P Warrants and an option to acquire an additional 10% Distribution Interest in the cash flows Goldrich receives from its interest in GNP. Each Series P Warrant is exercisable to purchase one share of common stock of the Company at $0.07, for a period of five (5) years. The Distribution Interest option to purchase an additional 10% of Goldrich’s future cash flow from GNP in consideration of a one-time cash payment of $1.3 million was not exercised before July 1, 2016 and has expired. The lead agent for the sale received a commission equal to 5% of gross proceeds raised, was granted a perpetual undivided 0.5% interest in distributions paid out by GNP to Goldrich, and was issued 1.2 million Series P-2 Warrants. Each Series P-2 Warrant is exercisable into one share of common stock of the Company for a period of five (5) years at a price of $0.05 per share. |
Series P warrants fair value disclosure | $ 110,250 |
Series P 2 warrants fair value disclosure | $ 60,000 |
3. Joint Venture_ Schedule of30
3. Joint Venture: Schedule of Series P Warrants Weighted Average Assumptions (Details) | Sep. 30, 2016 | Aug. 01, 2016 | Jun. 13, 2016 | Apr. 06, 2016 | Dec. 07, 2015 | Jun. 23, 2015 |
Fair Value Assumptions, Risk Free Interest Rate | 1.14% | 1.06% | 1.14% | 1.20% | 1.68% | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Fair Value Assumptions, Expected Term | 5 years | 5 years | 5 years | 5 years | 5 years | |
Fair Value Assumptions, Expected Volatility Rate | 152.80% | 152.60% | 149.60% | 147.20% | 141.90% | |
Proceeds from sale of cash flow percentage | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.71% | |||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Fair Value Assumptions, Expected Term | 5 years | |||||
Fair Value Assumptions, Expected Volatility Rate | 141.70% |
4. Related Party Transactions (
4. Related Party Transactions (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
CEO | ||||
Related Party Transaction, Description of Transaction | Beginning in January 2016, the salary of the Company’s President and Chief Executive Officer (“CEO”) was deferred due to a lack of finances. An amount of $127,500 and $0 has been deferred and is recorded as deferred compensation at September 30, 2016 and December 31, 2015, respectively. | |||
Related Party Transaction, Amounts of Transaction | $ 127,500 | $ 0 | ||
CFO | ||||
Related Party Transaction, Description of Transaction | Beginning in January 2016, the fees of the Company’s Chief Financial Officer (“CFO”) were deferred due to a lack of finances. An amount of $35,921 and $8,726 has been accrued for his fees at September 30, 2016 and December 31, 2015, respectively. The CFO’s fees for the nine month periods ended September 30, 2016 and September 30, 2015 were $35,563 and $40,250 respectively. These amounts are included in related party payable. | |||
Related Party Transaction, Amounts of Transaction | $ 35,921 | 8,726 | ||
Professional Fees | 35,563 | $ 40,250 | ||
Other | ||||
Related Party Transaction, Description of Transaction | A total of $88,098 had been accrued for directors’ fees at December 31, 2015. At September 30, 2016, $113,698 is accrued for their services performed, which is included in related party payable. Director fees for the nine months periods ended September 30, 2016 and September 30, 2015 were $26,600 and $25,500 respectively. | |||
Consultant and director fees | 113,698 | $ 88,098 | ||
Consultant and director fees current | $ 26,600 | $ 25,500 |
5. Note Payable (Details)
5. Note Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Jan. 24, 2014 | |
Details | ||
Unsecured Debt | $ 300,000 | $ 300,000 |
Interest paid on unsecured note | 33,750 | |
Debt Instrument, Unamortized Discount | 10,143 | |
Unsecured Debt, Current | $ 289,857 |
6. Notes Payable in Gold (Detai
6. Notes Payable in Gold (Details) | Nov. 30, 2016 | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Details | |||
Notes payable in gold | $ 509,568 | $ 509,568 | |
Gold Deliverable | 394.788 |
7. Stockholders' Equity (Detail
7. Stockholders' Equity (Details) | Sep. 30, 2016USD ($)$ / sharesshares | Aug. 01, 2016USD ($)$ / sharesshares | Dec. 07, 2015USD ($)$ / sharesshares | Apr. 07, 2015USD ($)$ / shares | Sep. 30, 2016USD ($)$ / sharesshares |
Beneficial conversion feature on preferred stock | $ 155,162 | ||||
Class H Warrants Expired | shares | 5,125,936 | ||||
Class I Warrants Expired | shares | 12,443,913 | ||||
Class J Warrants Expired | shares | 7,317,978 | ||||
Class R Warrants Issued | shares | 8,333,333 | ||||
Warrants and Rights Outstanding | $ 50,031,569 | $ 50,031,569 | |||
Weighted average exercise price of warrants | $ / shares | $ 0.088 | $ 0.088 | |||
Warrants outstanding weighted average remaining term in years | 3.3 | ||||
Series E Preferred Stock | |||||
Preferred stock issued for cash | shares | 100 | ||||
Proceeds from issuance of preferred stock and warrants, net of offering costs | $ 100,000 | ||||
Warrants issued with preferred stock | shares | 3,333,333 | ||||
Per share price of warrants issued with preferred stock | $ / shares | $ 0.045 | ||||
Fair value of warrants issued with preferred stock | $ 23,743 | ||||
Beneficial conversion feature on preferred stock | $ 76,257 | ||||
Series D Preferred Stock | |||||
Proceeds from issuance of preferred stock and warrants, net of offering costs | $ 150,000 | ||||
Warrants issued with preferred stock | shares | 5,000,000 | ||||
Per share price of warrants issued with preferred stock | $ / shares | $ 0.045 | ||||
Fair value of warrants issued with preferred stock | $ 71,095 | ||||
Beneficial conversion feature on preferred stock | $ 78,905 | ||||
Series C Preferred Stock | |||||
Preferred stock issued for cash | shares | 250 | ||||
Proceeds from issuance of preferred stock and warrants, net of offering costs | $ 225,000 | ||||
Warrants issued with preferred stock | shares | 9,166,666 | ||||
Per share price of warrants issued with preferred stock | $ / shares | $ 0.03 | ||||
Fair value of warrants issued with preferred stock | $ 116,162 | ||||
Beneficial conversion feature on preferred stock | $ 81,250 | ||||
Broker Warrants issued with preferred stock | shares | 833,333 | ||||
Private Placement One | |||||
Private placement units sold | 5,000,000 | ||||
Per share unit | $ / shares | $ 0.05 | ||||
Per share unit class O warrant | $ / shares | $ 0.06 | ||||
Series B Preferred Stock | |||||
Proceeds from sale of units | $ 241,832 |
7. Stockholders' Equity_ Fair35
7. Stockholders' Equity: Fair Value of Warrants issued with Class R Warrants issued with Series E Preferred Stock (Details) | Sep. 30, 2016 | Aug. 01, 2016 | Jun. 13, 2016 | Apr. 06, 2016 | Dec. 07, 2015 |
Details | |||||
Fair Value Assumptions, Risk Free Interest Rate | 1.14% | 1.06% | 1.14% | 1.20% | 1.68% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Assumptions, Expected Term | 5 years | 5 years | 5 years | 5 years | 5 years |
Fair Value Assumptions, Expected Volatility Rate | 152.80% | 152.60% | 149.60% | 147.20% | 141.90% |
7. Stockholders' Equity_ Fair36
7. Stockholders' Equity: Fair Value of Warrants issued with Class R Warrants issued with Series D Preferred Stock (Details) | Sep. 30, 2016 | Aug. 01, 2016 | Jun. 13, 2016 | Apr. 06, 2016 | Dec. 07, 2015 |
Details | |||||
Fair Value Assumptions, Risk Free Interest Rate | 1.14% | 1.06% | 1.14% | 1.20% | 1.68% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Assumptions, Expected Term | 5 years | 5 years | 5 years | 5 years | 5 years |
Fair Value Assumptions, Expected Volatility Rate | 152.80% | 152.60% | 149.60% | 147.20% | 141.90% |
7. Stockholders' Equity_ Fair37
7. Stockholders' Equity: Fair Value of Warrants issued with Class Q Warrants issued with Series C Preferred Stock (Details) | Sep. 30, 2016 | Aug. 01, 2016 | Jun. 13, 2016 | Apr. 06, 2016 | Dec. 07, 2015 |
Details | |||||
Fair Value Assumptions, Risk Free Interest Rate | 1.14% | 1.06% | 1.14% | 1.20% | 1.68% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Assumptions, Expected Term | 5 years | 5 years | 5 years | 5 years | 5 years |
Fair Value Assumptions, Expected Volatility Rate | 152.80% | 152.60% | 149.60% | 147.20% | 141.90% |
7. Stockholders' Equity_ Sche38
7. Stockholders' Equity: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | Sep. 30, 2016$ / sharesshares | Sep. 30, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares |
Details | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,200,000 | 3,200,000 | 3,350,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.22 | $ 0.22 | $ 0.24 |
Weighted Averate Remaining Term | 3.23 | 3.81 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (150,000) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 0.52 | ||
Shares available for grant under stock option plan | 2,075,672 |
8. Commitments_ Patented and 39
8. Commitments: Patented and nonpatented claims, annual costs (Details) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Details | ||
Claims rental | $ 90,570 | $ 84,770 |
Annual labor requirement | 61,100 | 61,100 |
Non-patented claims expense | $ 151,670 | $ 145,870 |
9. Subsequent Events (Details)
9. Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Details | |
Subsequent Event, Description | On November 2, 2016, the Company closed the second tranche of a private placement for total proceeds of $100,000. We sold 100 shares of Series E Preferred Stock of the Company and warrants to purchase shares of the Company’s common stock at a price per preferred share of $1,000. Each share of Series E Preferred Stock is convertible into common shares of the Company equal in number to $1,000 divided by $0.03 per share. The purchaser of each share of Series E Preferred Stock also received warrants to purchase shares of common stock of the Company equal in number to the total purchase price divided by 0.03 (rounded down), exercisable at any time beginning one year after the closing date for a term ending five years from the closing date at an exercise price of $0.045 per common share. |