Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018shares | |
Document and Entity Information: | |
Entity Registrant Name | Goldrich Mining Company |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2018 |
Trading Symbol | grmc |
Amendment Flag | false |
Entity Central Index Key | 59,860 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 139,573,798 |
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 | 2,018 |
Document Fiscal Period Focus | Q2 |
Goldrich Mining Company Consoli
Goldrich Mining Company Consolidated Balance Sheets (Interim Period Unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and cash equivalents | $ 53,202 | $ 486,211 | |
Prepaid expenses | 155,934 | 88,002 | |
Other current assets | 27,788 | 27,788 | |
Total current assets | 236,924 | 602,001 | |
Property, equipment, and mining claims: | |||
Equipment, net of accumulated depreciation | 2,836 | 6,869 | |
Mining properties, claims, and royalty option | 868,516 | 868,516 | |
Total property, equipment and mining claims | 871,352 | 875,385 | |
Total assets | 1,108,276 | 1,477,386 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 588,160 | 235,399 | |
Related parties payables | 344,258 | 368,900 | |
Notes payable, net of discount | 885,592 | 626,107 | |
Notes payable - related party, net of discount | 1,248,064 | 887,883 | |
Notes payable in gold | 323,695 | 355,950 | |
Dividends payable on preferred stock | 30,618 | 30,618 | |
Total current liabilities | 3,420,387 | 2,504,857 | |
Long-term liabilities: | |||
Remediation and asset retirement obligation | 391,090 | 384,402 | |
Total long-term liabilities | 391,090 | 384,402 | |
Total liabilities | 3,811,477 | 2,889,259 | |
Commitments and contingencies | [1] | 0 | 0 |
Stockholders' deficit: | |||
Convertible preferred stock series A; 5% cumulative dividends, no par value, 1,000,000 shares authorized; 150,000 shares issued and outstanding, respectively, $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, issued and outstanding, $150,000 liquidation preference | 0 | 0 | |
Convertible preferred stock series E; no par value, 300 shares authorized, issued and outstanding, $300,000 liquidation preference | 10,829 | 10,829 | |
Convertible preferred stock series F; no par value, 153 shares authorized, issued and outstanding, $50,000 liquidation preference | 0 | 0 | |
Common stock; $0.10 par value, 250,000,000 shares authorized; 139,573,798 and 134,107,809 issued and outstanding, respectively | 13,957,380 | 13,410,781 | |
Additional paid-in capital | 13,708,097 | 14,016,932 | |
Accumulated deficit | (30,639,853) | (29,110,761) | |
Total stockholders' deficit | (2,703,201) | (1,411,873) | |
Total liabilities and stockholders' deficit | $ 1,108,276 | $ 1,477,386 | |
[1] | Notes 3,6 and7 |
Statement of Financial Position
Statement of Financial Position - Parenthetical - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of financial position | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 8,999,950 | 8,999,950 |
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 | 150 | 150 |
Convertible preferred stock series D, shares outstanding | 150 | 150 |
Liquidation preference, series D | $ 100,000 | $ 100,000 |
Convertible preferred stock series E no par value, shares authorized | 300 | 300 |
Convertible preferred stock series E, shares issued | 300 | 300 |
Convertible preferred stock series E, shares outstanding | 300 | 300 |
Liquidation preference, series E | $ 100,000 | $ 100,000 |
Convertible preferred stock series F no par value, shares authorized | 153 | 153 |
Convertible preferred stock series F, shares issued | 153 | 153 |
Convertible preferred stock series F, shares outstanding | 153 | 153 |
Liquidation preference, series F | $ 50,000 | $ 50,000 |
Common Stock, Par Value | $ 0.10 | $ 0.10 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares Issued | 139,573,798 | 134,107,809 |
Common Stock, Shares Outstanding | 139,573,798 | 134,107,809 |
Goldrich Mining Company Consol4
Goldrich Mining Company Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating expenses: | ||||
Exploration | $ 25,845 | $ 24,315 | $ 39,687 | $ 39,812 |
Depreciation and amortization | 1,675 | 3,047 | 4,034 | 7,797 |
Management fees and salaries | 133,440 | 54,313 | 192,252 | 113,813 |
Professional services | 668,859 | 39,211 | 747,909 | 44,054 |
General and admin | 101,624 | 37,620 | 166,239 | 99,699 |
Office supplies and other | 4,333 | 2,936 | 5,491 | 6,532 |
Directors' fees | 9,400 | 8,200 | 12,900 | 14,400 |
Mineral property maintenance | 22,643 | 21,192 | 45,285 | 42,385 |
Total operating expenses | 967,819 | 190,834 | 1,213,797 | 368,492 |
Other (income) expense: | ||||
Change in fair value of notes payable in gold | (34,083) | 3,240 | (32,255) | 22,550 |
Royalty expense | 8,109 | 8,109 | ||
Interest expense and finance costs | 194,166 | 26,409 | 347,550 | 69,992 |
Total other expense | 160,083 | 37,758 | 315,295 | 100,651 |
Net loss | (1,127,902) | (228,592) | (1,529,092) | (469,143) |
Deemed dividends | (52,900) | |||
Preferred dividends | (1,896) | (1,896) | (3,771) | (3,771) |
Net loss available to common stockholders | $ (1,129,798) | $ (230,488) | $ (1,532,863) | $ (525,813) |
Net loss per common share - basic and diluted | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Weighted average common shares outstanding-basic and diluted | 134,825,720 | 131,232,809 | 134,468,748 | 131,232,809 |
Goldrich Mining Company Consol5
Goldrich Mining Company Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,529,092) | $ (469,143) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,034 | 7,797 |
Change in fair value of notes payable in gold | (32,255) | 22,550 |
Share-based compensation | 64,566 | |
Amortization of discount on note payable and notes payable in gold | 197,087 | 2,492 |
Accretion of asset retirement obligation | 6,688 | 6,431 |
Change in: | ||
Other receivable | 10,999 | |
Prepaid expenses | (67,933) | (7,553) |
Accounts payable and accrued liabilities | 494,059 | 87,172 |
Related parties payables | (24,643) | 103,484 |
Net cash used - operating activities | (887,489) | (235,771) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock and warrants | 103,000 | |
Proceeds from note payable, net | 189,367 | |
Proceeds from note payable - related party, net | 265,113 | 103,000 |
Net cash provided - financing activities | 454,480 | 206,000 |
Net (decrease) in cash and cash equivalents | (433,009) | (29,771) |
Cash and cash equivalents, beginning of period | 486,211 | 30,080 |
Cash and cash equivalents, end of period | 53,202 | 309 |
Non-Cash Investing and Financing Activities: | ||
Beneficial conversion feature on preferred stock | 52,900 | |
Warrants issued with preferred stock | $ 50,100 | |
Warrants issued with note payable | 57,421 | |
Accounts payable satisfied with common stock | 50,000 | |
Related party payables satisfied with common stock | $ 91,298 |
1. Basis of Presentation
1. Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
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 six-month period ended June 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. 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, 2017. 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 in 2016 received its first cash distribution from the joint venture (Note 3). With the anticipated dissolution of the joint venture, these distributions are expected to decrease or cease after 2018. The Company may profitably execute a production business plan, and thereby, its ability to continue as a going concern may improve and become less dependent on the Companys ability to raise capital to fund its future exploration and working capital requirements. The Companys plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Companys future operations through sales of its common stock and/or debt. 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 | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
2. Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reclassifications Certain reclassifications have been made to conform prior years data to the current presentation. These reclassifications have no effect on the results of reported operations or stockholders deficit or cash flows. Earnings (Loss) Per Share We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At June 30, 2018, there were 139,573,798 shares of our common stock issued and outstanding. For the periods ended June 30, 2018 and 2017, the effect of the Companys outstanding preferred shares, options and warrants, totaling 106,038,703 and 103,386,073, respectively, would have been anti-dilutive. 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. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue Recognition The new ASU establishes a new five step principles-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU No. 2015-14 deferred the effective date of ASU No. 2014-09 until annual and interim reporting periods beginning after December 15, 2017. We adopted ASU No. 2014-09 as of January 1, 2018 using the modified-retrospective transition approach. We performed an assessment of the impact of implementation of ASU No. 2014-09, and concluded it did not change the timing of revenue recognition or amounts of revenue recognized compared to how we recognized revenue under our previous policies. Adoption of ASU No. 2014-09 requires additional disclosures, where applicable, on (i) contracts with customers, (ii) significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations and the transaction price, and (iii) assets recognized for costs to obtain or fulfill contracts. See Note 3 for information on our sales of products. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). The update modifies the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the potential impact of implementing this update on the consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Adoption of the update on January 1, 2018 had no impact on the consolidated financial statements In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Adoption of the update on January 1, 2018 had no impact on the consolidated financial statements In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the update to potential future acquisitions. 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, accrued remediation costs, asset retirement obligations, stock-based compensation, and deferred tax assets and related valuation allowances. Actual results could differ from those estimates. Property, Equipment, and Accumulated Depreciation Property and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Companys common stock issued. The Companys property and equipment are located on the Companys unpatented state mining claims located in the Chandalar mining district of Alaska, with only a minor portion located in Spokane, WA, consisting of office equipment. All property and equipment purchased prior to 2009 are fully depreciated. The Companys equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located at Company offices in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements, which significantly increase an assets value or significantly extend its useful life are capitalized and depreciated over the assets remaining useful life. When a fixed asset is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations. Mining Properties, Claims, and Royalty Option The Company capitalizes costs for acquiring mineral properties, claims and royalty option and expenses, costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations. Income Taxes Income taxes are recognized in accordance with Accounting Standards Codification (ASC) 740 Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. Revenue Recognition The Company does not have joint control or significant influence over the joint venture; therefore, distributions from our joint venture are recognized using the cost method. In accordance with ASU No. 2014-09, the Company has determined that our revenue does not arise from contracts with customers, does not involve satisfaction of any performance obligations on the part of the Company, or require company assets to be recognized or applied to determine costs to obtain or fulfill any contract generating revenue. The Companys revenue is generating through profit percentage split through its non-controlling ownership of the joint venture. Revenues are derived as a percentage of joint venture profits, which are not reasonably estimable and cannot be determined by the joint venture until after the completion of the accounting for each annual mining season, which occurs in the fourth quarter of each year. Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Companys common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight line basis. Compensation expense for grants that vest immediately are recognized in the period of grant. Exploration Costs Exploration costs are expensed in the period in which they occur. Derivatives The Company measures derivative contracts as assets or liabilities based on their fair value. Gains or losses resulting from changes in the fair value of derivatives in each period are recorded in current operating results. None of the Companys derivative contracts qualify for hedge accounting. The Company does not hold or issue derivative financial instruments for speculative trading purposes. Remediation and Asset Retirement Obligation The Companys operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long-lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on managements estimate of amounts expected to be incurred when the remediation work is performed. Fair Value Measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. During 2018 and 2017, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance June 30, 2018 Balance December 31, 2017 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 323,695 $ 355,950 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at June 30, 2018 and December 31, 2017. |
3. Joint Venture
3. Joint Venture | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
3. Joint Venture | 3. JOINT VENTURE On May 7, 2012, the Company entered into 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. 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 Placer, LLC (Goldrich Placer), a wholly-owned subsidiary of Goldrich and NyacAU (together the Members) formed a 50:50 joint venture company, Goldrich NyacAU Placer, LLC (GNP), to operate the Chandalar placer mines, with NyacAU acting as managing partner. Goldrich has no significant control or influence over the JV, and therefore accounts for its investment using the cost method. On June 23, 2015, the Company raised net proceeds of $1.1 million through the sale of 12.5% of the cash flows Goldrich Placer receives in the future from its interest in GNP (Distribution Interest), paid in cash under items #2 and #5, to Chandalar Gold, LLC (CGL) and GVC Capital, LLC, (GVC), both of which are non-related entities. Goldrich Placer retained its ownership of its 50% interest in GNP but, after the transaction, subject to the terms of the GNP operating agreement, Goldrich Placer will effectively receive approximately 44%, CGL will effectively receive 6% (12% of Goldrich Placers 50% of GNP = 6%) and GVC will effectively receive 0.25% (0.5% of Goldrich Placers 50% of GNP = 0.25%) of any distributions produced by GNP. As of December 31, 2017 and June 30, 2018, an amount of $35,794 has been accrued for this 12.5% and is included in accrued liabilities. 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. 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. Operating Expenses. GNP will first pay all Operating Expenses as defined in the Operating Agreement for placer mining operations at the Claims for the current mining year. Until Commercial Production is achieved, GNP will drawdown or use a line of credit from NyacAU (LOC1) to fund payment of the Operating Expenses and repay LOC1 to the extent of the current year's Operating Expenses. 2. Members' Distribution - Ten Percent (10%) Portion. After payment of Operating Expenses, GNP will distribute in kind twenty percent (20%) of the remaining gold produced, equally, ten percent (10%) to NyacAU as a Member of GNP and ten percent (10%) to Goldrich as a Member of GNP; provided, however, that, for so long as any secondary line of credit from NyacAU to GNP (LOC2) or loan from NyacAU to GNP to purchase the Jumbo Basin royalty (Loan3) are not paid in full, GNP shall retain one hundred percent (100%) of this distribution to Goldrich and shall apply such funds as payment to reduce the balance of LOC2 and Loan3 until they are paid in full. LOC2 has never been funded or utilized. At December 31, 2107 and at June 30, 2018, $95,239 of Loan3 remains unpaid. 3. LOC1 Payments. After payment of Operating Expenses and the Members' distribution, GNP will apply any remaining revenue to reduce the remaining balance of LOC1, if any, until it is paid in full. 4. Reserves. After payment of Operating Expenses, the Members' distribution, and payment of LOC1, the Company may fund Reserves in an amount that is consistent with the annual budget. 5. Member Distributions, LOC2 Payments and Loan3 Recovery. After payment of Operating Expenses, the Members', payment of LOC1, and funding of any Reserves, from any remaining gold production or revenue, the Company will distribute fifty percent (50%) to NyacAU as a Member of GNP and fifty percent (50%) to Goldrich as a Member of GNP; provided, however, that, for so long as LOC2 or Loan3 are not paid in full, GNP shall retain one hundred percent (100%) of the distribution to Goldrich and shall apply such funds as payment to reduce the balance of LOC2 and Loan3 until they are paid in full. Substantially all required allocations and distributions are made no later than October 31st of each year. At the time of distribution and the proceeds are identifiable and the likelihood of collection is determined, the Company recognizes joint venture revenue. The Company and NyacAU are currently in arbitration. The Company 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 mediation that was unsuccessful in reaching an agreement. As a result, the Company has filed for arbitration before a panel of three independent arbitrators to address these items. A successful arbitration may result in increases to the 2017 and 2016 distributions and revise the computation of these distributions in 2018. The arbitration proceedings are in progress as of September 14, 2018; no assurance can be given that the arbitration will be successful. The arbitration is proceeding on the basis that GNP will be dissolved. The Company incurred $418,754 and $40,000 in arbitration expenses during the six month period ended June 30, 2018 and year ended December 31, 2017, respectively. In addition, GNP must meet the Minimum Production Requirements as defined by the operating agreement. The Minimum Production Requirement for each year is determined by the price of gold on December 1 in the preceding year. The Minimum Production Requirements for 2016, 2017 and 2018 are 1,100, 1,200 and 1,300 ounces of fine gold, respectively, distributable to each of Goldrich and NyacAU. The Minimum Production Requirements for 2016, 2017 and 2018 must substantially be paid by October 31, 2018. The value of the combined 2016 and 2017 Minimum Production Requirements has been calculated at $2,981,950 using the price of gold at $1,296.50 per ounce at December 31, 2017. However, no receivable has been recorded for this amount due to the likely failure of the JV to meet the Minimum Production Requirements by October 2018, which would force the dissolution of the JV and may make the collection of this amount uncertain. NyacAU, the managing partner of GNP, anticipates that GNP will not meet the minimum production requirements by the close of the 2018 season, and the company has announced its intended dissolution of the GNP Joint Venture. Subsequent to any dissolution, NyacAU is entitled to a secured interest in all placer gold production from certain claims owned by Goldrich as collateral for repayment of fifty percent (50%) of LOC1. Arbitration proceedings may significantly affect the balance of LOC1, the magnitude of which cannot be estimated at September 13, 2018. |
4. Related Party Transactions
4. Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
4. Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Beginning in January 2016 and through June 30, 2018, the salary of the Companys Chief Executive Officer (CEO) has not been paid in full. Fees due to the Companys Chief Financial Officer (CFO) have been accrued and remain unpaid: CEO Six months ended 6/30/18 Year ended 12/31/17 Beginning Balance $192,500 $127,500 Deferred During Period 90,000 180,000 Cash Paid During Period (52,500) (115,000) Ending Balance $230,000 $192,500 CFO 6/30/18 12/31/17 Beginning Balance $35,202 $35,093 Deferred During Period 37,071 46,145 Cash Paid During Period (20,816) (46,036) Ending Balance $51,457 $35,202 During the six months ended June 30, 2018 the Company also awarded 1,850,000 shares of common stock to officers and director as compensation. The value of the shares awarded was $64,566 based upon the quoted value of the stock at the time of the grant. |
5. Notes Payable and Notes Paya
5. Notes Payable and Notes Payable - Related Party | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
5. Notes Payable and Notes Payable - Related Party | 5. NOTES PAYABLE & NOTES PAYABLE RELATED PARTY On February 13, 2018, the Company announced a senior secured notes financing for a possible total net proceeds of $2,200,000. During the year ended December 31, 2017, the Company received the first tranche of the notes for gross proceeds of $1,794,737, discounted at 5%, resulting in net proceeds of $1,705,000, of which $1,000,000 was from a major shareholder and director. The note agreement has been amended to accommodate total net proceeds of up to $2,750,000. During the six months ended June 30, 2018, the Company received the second tranche of the notes and recorded a liability of $505,263, discounted at 5%, or $25,263, with $25,520 finance costs, resulting in net proceeds of $454,480, of which $265,113 was from a related party. At June 30, 2018, the Company had outstanding Notes payable related party of $1,347,368 less remaining unamortized discounts of $99,304 for a net liability of $1,248,064. At December 31, 2017, the Company had outstanding Notes payable related party of $1,052,632 less remaining unamortized discounts of $164,749 for a net liability of $887,883. The secured senior notes mature on October 31, 2018, have an interest rate of 15% per annum, calculated on a 360-day year and payable monthly, and were issued net of a 5% original issue discount. A total of 12,074,989 five-year Class T warrants were issued to the lenders. The warrants have an exercise price of $0.03 and expire on various dates from November 30, 2022 through June 18, 2023. During the six months ended June 30, 2018 the company issued 2,652,630 warrants in connection with the notes payable. The warrants were valued at $68,747 and had an allocated fair value of $57,421. The Company paid finder fees totaling $30,000 to related party entities, and incurred $46,520 of other finance and placement costs. Interest of $73,759 and $138,753 was expensed during the three and six month periods ended June 30, 2018, of which $68,651 is accrued at June 30, 2018 and is included in accounts payable and accrued liabilities. Interest due at June 30, 2018 was timely paid. The senior secured notes are secured by distributions from the GNP joint venture. The notes rank junior to: (i) Any GNP Distributions that are only deemed to be made by GNP to Goldrich Placer pursuant to the Operating Agreement but are then withheld pursuant to Section 10.1 of the GNP Operating Agreement; and (ii) Any GNP Distributions that are made by the GNP to Goldrich Placer pursuant to the GNP Operating Agreement but are then withheld to pay Loan 3 and 2012 reclamation expenses; and (iii) Any GNP Distributions that are made by the GNP to Goldrich Placer pursuant to the Operating Agreement but are then used to pay legal fees relating to mediation/arbitration concerning distributions due to Goldrich Placer from GNP; and (iv) Any GNP Distributions that are part of the Chandalar Sale, described below; and (v) Any GNP Distributions that are part of the GVC Sale, described below; and (vi) Any GNP Distributions which are secured by the Companys outstanding Senior Gold Forward Sales Contracts. The Chandalar Sale relates to a purchase agreement, dated as of June 19, 2015, whereby the Company, through its subsidiary Goldrich Placer, sold and assigned to CGL 12% of any and all GNP Distributions to Goldrich Placer, subject to the limitations set forth in the purchase agreement and the related assignment. See Note 3 Joint Venture See Note 3 Joint Venture Repayment of all amounts owed under the notes is guaranteed by Goldrich Placer, which in turn owns a 50% interest in Goldrich NyacAU Placer LLC. See Note 3 Joint Venture At June 30, 2018, the Company had outstanding notes payable of $952,633 less remaining unamortized discounts of $67,041 for a net liability of $885,592. At December 31, 2017, the Company had outstanding total notes payable of $742,105 less remaining unamortized discounts of $115,998 for a net liability of $626,107. |
6. Notes Payable in Gold
6. Notes Payable in Gold | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
6. Notes Payable in Gold | 6. NOTES PAYABLE IN GOLD During 2013, the Company issued notes payable in gold totaling $820,000, less a discount of $205,000, for 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. On November 30, 2017, the Company renegotiated terms with the holders. A default condition arising from the non-delivery of the gold in 2017 was alleviated by agreements with the three note holders to extend the delivery date of gold to November 30, 2018, with the following terms: Fifteen percent (15%), or 76 ounces, of the required quantity of gold under the contract, prior to amendment one in 2014, amendment two in 2015, and amendment three in 2016, which was originally due on the Delivery Date of November 30, 2014, was delivered on November 30, 2017. In lieu of gold, the Company could elect to satisfy the delivery of the deliverable required quantity by paying, an amount equal to the deliverable required quantity times the greater of the original purchase price or the index price for the day preceding the date of payment. The Company paid a total of $97,295 in cash to satisfy this renegotiated term. The Company agreed to pay interest on the value of the delayed delivery required quantity of $341,543, at an annual non-compounding percentage rate of 10% payable quarterly with any remaining interest due and payable on the delivery date. If the delivery date index price on November 30, 2018 is less than the original purchase price, an additional adjusted required amount shall be delivered by December 31, 2018. For the six months ended June 30, 2018, using a forward gold price of $1,213, the Company recognized a change in fair value of $32,255 in accounting for these notes as derivatives. The fair value was calculated using the market approach with Level 2 inputs. At June 30, 2018 and December 31, 2017, the Company had outstanding total notes payable in gold of $323,695 and $355,950, respectively, representing 266.788 ounces of fine gold deliverable at November 30, 2018. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
7. Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES 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 2018. November 30, 2018 Claims Rental $ 90,670 Annual Labor 61,100 Yearly Totals $ 151,770 The Company has a carryover to 2018 of approximately $22.3 million to satisfy its annual labor requirements. This carryover expires in the years 2018 through 2023 if unneeded to satisfy requirements in those years. The Company and NyacAU are currently in arbitration. The Company 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 mediation that was unsuccessful in reaching an agreement. As a result, the Company has filed for arbitration before a panel of three independent arbitrators to address these items. A successful arbitration may result in increases to the 2017 and 2016 distributions and revise the computation of these distributions in 2018. The arbitration proceedings are in progress as of September 14, 2018; no assurance can be given that the arbitration will be successful. In addition, GNP must meet the Minimum Production Requirements as defined by the operating agreement. The Minimum Production Requirement for each year is determined by the price of gold on December 1 in the preceding year. The Minimum Production Requirements for 2016, 2017 and 2018 are 1,100, 1,200 and 1,300 ounces of fine gold, respectively, distributable to each of Goldrich and NyacAU. The Minimum Production Requirements for 2016, 2017 and 2018 must substantially be paid by October 31, 2018. The value of the combined 2016 and 2017 Minimum Production Requirements has been calculated at $2,981,950 using the price of gold at $1,296.50 per ounce at December 31, 2017. However, no receivable has been recorded for this amount due to the likely failure of the JV to meet the Minimum Production Requirements by October 2018, which would force the dissolution of the JV and may make the collection of this amount uncertain. NyacAU, the managing partner of GNP, anticipates that GNP will not meet the minimum production requirements by the close of the 2018 season. The arbitration is proceeding on the basis that GNP will be dissolved. Subsequent to any dissolution, NyacAU is entitled to a secured interest in all placer gold production from certain claims owned by Goldrich as collateral for repayment of fifty percent (50%) of LOC1. Arbitration proceedings may significantly affect the balance of LOC1, the magnitude of which cannot be estimated at September 13, 2018. |
8. Subsequent Events
8. Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
8. Subsequent Events | 8. SUBSEQUENT EVENTS On August 20, 2018, the Company closed on additional borrowings totaling $500,000 under the Senior Secured Notes previously announced on February 13, 2018, bringing the net proceeds of the Notes to $2,685,000. The Note has been increased to accommodate total net proceeds of up to $2,750,000. Of the additional net proceeds, a total of $1,780,000 was received from a major shareholder and director of the Company. |
2. Summary of Significant Acc14
2. Summary of Significant Accounting Policies: Reclassifications (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Reclassifications | Reclassifications Certain reclassifications have been made to conform prior years data to the current presentation. These reclassifications have no effect on the results of reported operations or stockholders deficit or cash flows. |
2. Summary of Significant Acc15
2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Earnings (loss) Per Common Share | Earnings (Loss) Per Share We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At June 30, 2018, there were 139,573,798 shares of our common stock issued and outstanding. For the periods ended June 30, 2018 and 2017, the effect of the Companys outstanding preferred shares, options and warrants, totaling 106,038,703 and 103,386,073, respectively, would have been anti-dilutive. |
2. Summary of Significant Acc16
2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 Acc17
2. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue Recognition The new ASU establishes a new five step principles-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU No. 2015-14 deferred the effective date of ASU No. 2014-09 until annual and interim reporting periods beginning after December 15, 2017. We adopted ASU No. 2014-09 as of January 1, 2018 using the modified-retrospective transition approach. We performed an assessment of the impact of implementation of ASU No. 2014-09, and concluded it did not change the timing of revenue recognition or amounts of revenue recognized compared to how we recognized revenue under our previous policies. Adoption of ASU No. 2014-09 requires additional disclosures, where applicable, on (i) contracts with customers, (ii) significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations and the transaction price, and (iii) assets recognized for costs to obtain or fulfill contracts. See Note 3 for information on our sales of products. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). The update modifies the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the potential impact of implementing this update on the consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Adoption of the update on January 1, 2018 had no impact on the consolidated financial statements In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Adoption of the update on January 1, 2018 had no impact on the consolidated financial statements In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the update to potential future acquisitions. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
2. Summary of Significant Acc18
2. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. |
2. Summary of Significant Acc19
2. Summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, 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 Acc20
2. Summary of Significant Accounting Policies: Plant, Equipment, and Accumulated Depreciation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Plant, Equipment, and Accumulated Depreciation | Property, Equipment, and Accumulated Depreciation Property and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Companys common stock issued. The Companys property and equipment are located on the Companys unpatented state mining claims located in the Chandalar mining district of Alaska, with only a minor portion located in Spokane, WA, consisting of office equipment. All property and equipment purchased prior to 2009 are fully depreciated. The Companys equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located at Company offices in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements, which significantly increase an assets value or significantly extend its useful life are capitalized and depreciated over the assets remaining useful life. When a fixed asset is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations. |
2. Summary of Significant Acc21
2. Summary of Significant Accounting Policies: Mining Properties, Claims and Royalty Option (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Mining Properties, Claims and Royalty Option | Mining Properties, Claims, and Royalty Option The Company capitalizes costs for acquiring mineral properties, claims and royalty option and expenses, costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations. |
2. Summary of Significant Acc22
2. Summary of Significant Accounting Policies: Income Taxes (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Income Taxes | Income Taxes Income taxes are recognized in accordance with Accounting Standards Codification (ASC) 740 Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. |
2. Summary of Significant Acc23
2. Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company does not have joint control or significant influence over the joint venture; therefore, distributions from our joint venture are recognized using the cost method. In accordance with ASU No. 2014-09, the Company has determined that our revenue does not arise from contracts with customers, does not involve satisfaction of any performance obligations on the part of the Company, or require company assets to be recognized or applied to determine costs to obtain or fulfill any contract generating revenue. The Companys revenue is generating through profit percentage split through its non-controlling ownership of the joint venture. Revenues are derived as a percentage of joint venture profits, which are not reasonably estimable and cannot be determined by the joint venture until after the completion of the accounting for each annual mining season, which occurs in the fourth quarter of each year. |
2. Summary of Significant Acc24
2. Summary of Significant Accounting Policies: Stock-based Compensation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Stock-based Compensation | Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Companys common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight line basis. Compensation expense for grants that vest immediately are recognized in the period of grant. |
2. Summary of Significant Acc25
2. Summary of Significant Accounting Policies: Exploration Costs (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Exploration Costs | Exploration Costs Exploration costs are expensed in the period in which they occur. |
2. Summary of Significant Acc26
2. Summary of Significant Accounting Policies: Derivatives (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Derivatives | Derivatives The Company measures derivative contracts as assets or liabilities based on their fair value. Gains or losses resulting from changes in the fair value of derivatives in each period are recorded in current operating results. None of the Companys derivative contracts qualify for hedge accounting. The Company does not hold or issue derivative financial instruments for speculative trading purposes. |
2. Summary of Significant Acc27
2. Summary of Significant Accounting Policies: Remediation and Asset Retirement Obligation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Remediation and Asset Retirement Obligation | Remediation and Asset Retirement Obligation The Companys operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long-lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on managements estimate of amounts expected to be incurred when the remediation work is performed. |
2. Summary of Significant Acc28
2. Summary of Significant Accounting Policies: Fair Value Measurements (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Fair Value Measurements | Fair Value Measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. During 2018 and 2017, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance June 30, 2018 Balance December 31, 2017 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 323,695 $ 355,950 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at June 30, 2018 and December 31, 2017. |
4. Related Party Transactions_
4. Related Party Transactions: Schedule of Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Schedule of Related Party Transactions | CEO Six months ended 6/30/18 Year ended 12/31/17 Beginning Balance $192,500 $127,500 Deferred During Period 90,000 180,000 Cash Paid During Period (52,500) (115,000) Ending Balance $230,000 $192,500 CFO 6/30/18 12/31/17 Beginning Balance $35,202 $35,093 Deferred During Period 37,071 46,145 Cash Paid During Period (20,816) (46,036) Ending Balance $51,457 $35,202 |
7. Commitments and Contingenc30
7. Commitments and Contingencies: Patented and nonpatented claims, annual costs (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Patented and nonpatented claims, annual costs | November 30, 2018 Claims Rental $ 90,670 Annual Labor 61,100 Yearly Totals $ 151,770 |
1. Basis of Presentation (Detai
1. Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2018 | |
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 in 2016 received its first cash distribution from the joint venture (Note 3). With the anticipated dissolution of the joint venture, these distributions are expected to decrease or cease after 2018. The Company may profitably execute a production business plan, and thereby, its ability to continue as a going concern may improve and become less dependent on the Companys ability to raise capital to fund its future exploration and working capital requirements. The Companys plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Companys future operations through sales of its common stock and/or debt. These factors raise substantial doubt about the Companys ability to continue as a going concern. |
2. Summary of Significant Acc32
2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Details | |||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | |
Common Stock, Par Value | $ 0.10 | $ 0.10 | |
Common Stock, Shares Outstanding | 139,573,798 | 134,107,809 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 106,038,703 | 103,386,073 |
2. Summary of Significant Acc33
2. Summary of Significant Accounting Policies: Fair Value Measurements (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Details | ||
Notes payable in gold | $ 323,695 | $ 355,950 |
3. Joint Venture (Details)
3. Joint Venture (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Description of Litigation | |
Legal Matters and Contingencies | The Company and NyacAU are currently in arbitration. The Company 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 mediation that was unsuccessful in reaching an agreement. As a result, the Company has filed for arbitration before a panel of three independent arbitrators to address these items. A successful arbitration may result in increases to the 2017 and 2016 distributions and revise the computation of these distributions in 2018. The arbitration proceedings are in progress as of September 14, 2018; no assurance can be given that the arbitration will be successful. The arbitration is proceeding on the basis that GNP will be dissolved. The Company incurred $418,754 and $40,000 in arbitration expenses during the six month period ended June 30, 2018 and year ended December 31, 2017, respectively. |
4. Related Party Transactions35
4. Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CEO | ||
Officers' Compensation | $ 230,000 | $ 192,500 |
CFO | ||
Officers' Compensation | $ 51,457 | $ 35,202 |
4. Related Party Transactions (
4. Related Party Transactions (Details) - Stock issued to directors | 6 Months Ended |
Jun. 30, 2018USD ($)shares | |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | shares | 1,850,000 |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ | $ 64,566 |
5. Notes Payable and Notes Pa37
5. Notes Payable and Notes Payable - Related Party (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Details | ||
Notes Payable | $ 952,633 | $ 742,105 |
Debt Instrument, Unamortized Discount, Current | 67,041 | 115,998 |
Notes payable net liability | $ 885,592 | $ 626,107 |
6. Notes Payable in Gold (Detai
6. Notes Payable in Gold (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2013 | Dec. 31, 2017 | |
Details | |||
Principal amount of notes payable in gold | $ 820,000 | ||
Discount on notes payable in gold | 205,000 | ||
Proceeds from notes payable in gold and warrants, net | $ 615,000 | ||
Change in fair value, notes payable in gold | $ 32,255 | ||
Notes payable in gold | $ 323,695 | $ 355,950 |
7. Commitments and Contingenc39
7. Commitments and Contingencies: Patented and nonpatented claims, annual costs (Details) | Nov. 30, 2018USD ($) |
Details | |
Claims rental | $ 90,670 |
Annual labor requirement | 61,100 |
Non-patented claims expense | $ 151,770 |
7. Commitments and Contingenc40
7. Commitments and Contingencies (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Litigation | |
Legal Matters and Contingencies | The Company and NyacAU are currently in arbitration. The Company 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 mediation that was unsuccessful in reaching an agreement. As a result, the Company has filed for arbitration before a panel of three independent arbitrators to address these items. A successful arbitration may result in increases to the 2017 and 2016 distributions and revise the computation of these distributions in 2018. The arbitration proceedings are in progress as of September 14, 2018; no assurance can be given that the arbitration will be successful. |
8. Subsequent Events (Details)
8. Subsequent Events (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Details | |
Subsequent Event, Description | On August 20, 2018, the Company closed on additional borrowings totaling $500,000 under the Senior Secured Notes previously announced on February 13, 2018, bringing the net proceeds of the Notes to $2,685,000. |