Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 26, 2019 | |
Details | ||
Registrant CIK | 0000059860 | |
Fiscal Year End | --12-31 | |
Registrant Name | Goldrich Mining Company | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2019 | |
Trading Symbol | grmc | |
Trading Exchange | NONE | |
Tax Identification Number (TIN) | 91-0742812 | |
Number of common stock shares outstanding | 139,573,798 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Entity File Number | 001-06412 | |
Entity Incorporation, State or Country Code | AK | |
Entity Address, Address Line One | 2607 Southeast Blvd, Ste. B211 | |
Entity Address, City or Town | Spokane | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 99223 | |
City Area Code | 509 | |
Local Phone Number | 535-7367 | |
Title of 12(b) Security | Common Stock, $0.10 par value | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Goldrich Mining Company Consoli
Goldrich Mining Company Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 22,217 | $ 77,178 | |
Prepaid expenses | 145,639 | 122,131 | |
Other current assets | 13,671 | 13,671 | |
Total current assets | 181,527 | 212,980 | |
Property, equipment, and mining claims: | |||
Equipment, net | 1,371 | 2,025 | |
Mining properties, claims, and royalty option | 868,516 | 868,516 | |
Total property, equipment and mining claims | 869,887 | 870,541 | |
Total assets | 1,051,414 | 1,083,521 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 1,153,079 | 1,052,520 | |
Interest payable | 73,306 | 44,747 | |
Interest payable - related party | 391,288 | 205,570 | |
Related parties payables | 536,335 | 457,727 | |
Notes payable, net of discount | 1,020,000 | 952,634 | |
Notes payable, net of discount - related party | 2,595,790 | 2,378,947 | |
Notes payable in gold | 375,905 | 342,157 | |
Dividends payable on preferred stock | 30,618 | 30,618 | |
Total current liabilities | 6,176,321 | 5,464,920 | |
Remediation and asset retirement obligation | 454,734 | 447,778 | |
Total long-term liabilities | 454,734 | 447,778 | |
Total liabilities | 6,631,055 | 5,912,698 | |
Commitments and contingencies (Notes 3, 4, 5, 7) | [1] | ||
Stockholders' deficit: | |||
Preferred stock; no par value, 8,998,700 shares authorized; no shares issued or outstanding | 0 | 0 | |
Preferred Stock Series A Value | 150,000 | 150,000 | |
Preferred Stock Series B Value | 57,758 | 57,758 | |
Preferred Stock Series C Value | 52,588 | 52,588 | |
Preferred Stock Series D Value | 0 | 0 | |
Preferred Stock Series E Value | 10,829 | 10,829 | |
Preferred Stock Series F Value | 0 | 0 | |
Common stock; $0.10 par value, 250,000,000 shares authorized; 139,573,798 issued and outstanding, respectively | 13,957,380 | 13,957,380 | |
Additional paid-in capital | 13,874,932 | 13,832,978 | |
Accumulated deficit | (33,683,128) | (32,890,710) | |
Total stockholders' deficit | (5,579,641) | (4,829,177) | |
Total liabilities and stockholders' deficit | $ 1,051,414 | $ 1,083,521 | |
[1] | Notes 3, 4, 5, 7 |
Goldrich Mining Company Conso_2
Goldrich Mining Company Consolidated Balance Sheets (Unaudited) - Parenthetical - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Details | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 8,998,700 | 8,998,700 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible preferred stock series A, 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 |
Convertible preferred stock series B, shares authorized | 300 | 300 |
Convertible preferred stock series B shares issued | 200 | 200 |
Convertible preferred stock series B shares outstanding | 200 | 200 |
Convertible preferred stock series C, shares authorized | 250 | 250 |
Convertible preferred stock series C, shares issued | 250 | 250 |
Convertible preferred stock series C, shares outstanding | 250 | 250 |
Convertible preferred stock series D, shares authorized | 150 | 150 |
Convertible preferred stock series D, shares issued | 150 | 150 |
Convertible preferred stock series D, shares outstanding | 150 | 150 |
Convertible preferred stock series E, shares authorized | 300 | 300 |
Convertible preferred stock series E, shares issued | 300 | 300 |
Convertible preferred stock series E, shares outstanding | 300 | 300 |
Convertible preferred stock series F, shares authorized | 300 | 300 |
Convertible preferred stock series F, shares issued | 153 | 153 |
Convertible preferred stock series F, shares outstanding | 153 | 153 |
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 139,573,798 | 139,573,798 |
Common Stock, Shares, Outstanding | 139,573,798 | 139,573,798 |
Goldrich Mining Company Conso_3
Goldrich Mining Company Consolidated Statements of Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating expenses: | ||||
Exploration | $ 0 | $ 25,811 | $ 0 | $ 39,654 |
Mine preparation costs | 37,699 | 0 | 65,475 | 0 |
Depreciation and amortization | 324 | 1,675 | 654 | 4,034 |
Management fees and salaries | 54,813 | 133,440 | 116,750 | 192,252 |
Professional services | 5,638 | 0 | 40,963 | 52,177 |
General and administration | 63,179 | 72,473 | 112,211 | 135,333 |
Office supplies and other | 2,264 | 3,102 | 3,743 | 3,711 |
Directors' fees | 1,200 | 9,400 | 9,200 | 12,900 |
Mineral property maintenance | 22,667 | 22,643 | 45,335 | 45,285 |
Arbitration (Note 3) | 27,420 | 699,275 | (19,303) | 728,451 |
Total operating expenses | 215,204 | 967,819 | 375,028 | 1,213,797 |
Change in fair value of notes payable in gold | 23,971 | (34,083) | 33,748 | (32,255) |
Interest expense and finance costs | 169,681 | 194,166 | 383,622 | 347,550 |
Loss on foreign exchange | 20 | 0 | 20 | 0 |
Total other expense | 193,672 | 160,083 | 417,390 | 315,295 |
Net loss | 408,876 | 1,127,902 | 792,418 | 1,529,092 |
Preferred dividends | 1,896 | 1,896 | 3,771 | 3,771 |
Net loss available to common stockholders | $ 410,772 | $ 1,129,798 | $ 796,189 | $ 1,532,863 |
Net loss per common share - basic and diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Goldrich Mining Company Conso_4
Goldrich Mining Company Consolidated Statements of Stockholders' (Deficit) (Unaudited) - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity balance at Dec. 31, 2017 | $ 13,410,781 | $ 271,175 | $ 14,016,932 | $ (29,110,761) | $ (1,411,873) |
Shares outstanding at Dec. 31, 2017 | 134,107,809 | 151,053 | |||
Net loss | (401,190) | (401,190) | |||
Shares outstanding at Mar. 31, 2018 | 134,107,809 | 151,053 | |||
Equity balance at Mar. 31, 2018 | $ 13,410,781 | $ 271,175 | 14,016,932 | (29,511,951) | (1,813,063) |
Equity balance at Dec. 31, 2017 | $ 13,410,781 | $ 271,175 | 14,016,932 | (29,110,761) | (1,411,873) |
Shares outstanding at Dec. 31, 2017 | 134,107,809 | 151,053 | |||
Warrants issued with notes payable | 57,421 | 57,421 | |||
Shares issued for accounts and related party payables | $ 361,599 | (220,301) | 141,298 | ||
Shares issued for accounts and related party payables | 3,615,989 | ||||
Shares granted to directors and officers | $ 185,000 | (120,435) | 64,565 | ||
Shares granted to directors and officers | 1,850,000 | ||||
Other | (25,520) | (25,520) | |||
Net loss | (1,127,902) | (1,127,902) | |||
Shares outstanding at Jun. 30, 2018 | 139,573,798 | 151,053 | |||
Equity balance at Jun. 30, 2018 | $ 13,957,380 | $ 271,175 | 13,708,097 | (30,639,853) | (2,703,201) |
Equity balance at Dec. 31, 2018 | $ 13,957,380 | $ 271,175 | 13,832,978 | (32,890,710) | (4,829,177) |
Shares outstanding at Dec. 31, 2018 | 139,573,798 | 151,053 | |||
Warrants issued with notes payable | 7,754 | 7,754 | |||
Stock issued value warrants issued finders fees | 25,864 | 25,864 | |||
Net loss | (383,542) | (383,542) | |||
Shares outstanding at Mar. 31, 2019 | 139,573,798 | 151,053 | |||
Equity balance at Mar. 31, 2019 | $ 13,957,380 | $ 271,175 | 13,866,596 | (33,274,252) | (5,179,101) |
Equity balance at Dec. 31, 2018 | $ 13,957,380 | $ 271,175 | 13,832,978 | (32,890,710) | (4,829,177) |
Shares outstanding at Dec. 31, 2018 | 139,573,798 | 151,053 | |||
Warrants issued with notes payable | 7,845 | 7,845 | |||
Stock issued value warrants issued finders fees | 491 | 491 | |||
Net loss | (408,876) | (408,876) | |||
Shares outstanding at Jun. 30, 2019 | 139,573,798 | 151,053 | |||
Equity balance at Jun. 30, 2019 | $ 13,957,380 | $ 271,175 | $ 13,874,932 | $ (33,683,128) | $ (5,579,641) |
Goldrich Mining Company Conso_5
Goldrich Mining Company Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (792,418) | $ (1,529,092) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 654 | 4,034 |
Change in fair value of notes payable in gold | 33,748 | (32,255) |
Warrants issued for finders fees | 26,354 | 0 |
Share-based compensation | 0 | 64,566 |
Discount on note payable | 29,809 | 197,087 |
Accretion of asset retirement obligation | 6,956 | 6,688 |
Change in: | ||
Prepaid expenses | (23,509) | (67,933) |
Accounts payable and accrued liabilities | 100,559 | 405,660 |
Interest payable | 28,559 | 31,338 |
Interest payable - related parties | 185,719 | 57,061 |
Related parties payable | 78,608 | (24,643) |
Net cash used - operating activities | (324,961) | (887,489) |
Cash flows from financing activities: | ||
Proceeds on notes payable and warrants, net | 64,000 | 189,367 |
Proceeds from notes payable and warrants - related party, net | 206,000 | 265,113 |
Net cash provided - financing activities | 270,000 | 454,480 |
Net (decrease) in cash and cash equivalents | (54,961) | (433,009) |
Cash and cash equivalents, beginning of period | 77,178 | 486,211 |
Cash and cash equivalents, end of period | 22,217 | 53,202 |
Warrants issued for debt financing | 15,600 | 57,421 |
Accounts payable satisfied with common stock | 0 | 50,000 |
Stock issued value related party payables | $ 0 | $ 91,298 |
1. Basis of Presentation
1. Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. 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, 2018. 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 dissolution of the joint venture, which is in process at June 30, 2019, these distributions will cease. 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. 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 | 6 Months Ended |
Jun. 30, 2019 | |
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. During the six months ended June 30, 2018, management reclassified Arbitration expenses of $699,275 and $728,451 for the three- and six-month periods ended June 30, 2018, respectively, from Professional services, General and administrative and other line items on previously reported Consolidated Statements of Operations captions to a separate line item because of its significance to the Companys operations during the year. These reclassifications have no impact of the total net loss for the three and six months ended June 30, 2019 and 2018. 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, 2019, there were 139,573,798 shares of our common stock issued and outstanding. For the periods ended June 30, 2019 and 2018, the effect of the Companys outstanding preferred shares, options and warrants, totaling 97,261,792 and 106,038,703, 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 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 adopted the standard on January 1, 2019. The Company performed an assessment of the impact of implementation of ASU No. 2016-02, and concluded it does not have an effect on the consolidated financial statements. The Company currently has two operating leases for the corporate office rent and a small storage unit in Fairbanks, Alaska; both are less than a year and do not require recognition under the standard update. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of Accounting Standards Codification (ASC) 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted the new standard on January 1, 2019, with no effect on the consolidated financial statements. 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. 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. There was no distribution from the joint venture for 2018, and there will be no distribution for 2019, due to arbitration proceedings and dissolution of the joint venture. See note 3, Joint Venture. Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Companys common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight line basis. Compensation expense for grants that vest immediately are recognized in the period of grant. Exploration Costs Exploration costs are expensed in the period in which they occur. 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 2019 and 2018, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance June 30, 2019 Balance December 31, 2018 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 375,905 $ 342,157 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at June 30, 2019 and December 31, 2018. |
3. Joint Venture
3. Joint Venture | 6 Months Ended |
Jun. 30, 2019 | |
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 (GP), a 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. 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 the 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. 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. LOC2 has never been funded or utilized. Substantially all required allocations and distributions are required to be made no later than October 31st of each year, with any remaining allocations or distributions being completed no later than December 31st of each year, unless otherwise agreed in writing by the Members. As of June 30, 2019, dissolution of the JV is likely, and distributions under item 2 above for the production season have been calculated using the same methodology as prior years distributions, although NyacAU has challenged its responsibility to declare or pay any distributions of this type due to the pending dissolution of the JV. The Company has refuted the challenge (see Arbitration On June 23, 2015, the Company raised net proceeds of $1.1 million through the sale of 12.5% of the cash flows Goldrich 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 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%, CGL will effectively receive 6% (12% of Goldrichs 50% of GNP = 6%) and GVC will effectively receive 0.25% (0.5% of Goldrichs 50% of GNP = 0.25%) of any distributions produced by GNP. At December 31, 2018 and 2017, an amount of $35,794 has been accrued for the distribution which is included in accrued liabilities. No amount has been accrued for the 2018 distribution due to uncertainties relating to realization of distributions from NyacAU (see Arbitration At the conclusion of 2017, Goldrich was allocated a distribution of $218,770, under #2 above. In accordance with terms of the Operating Agreement, the Company had the distribution applied toward Loan3. In 2012, the joint venture purchased, on Goldrichs behalf, a 2% royalty interest, payable on all production from certain Goldrich mining claims at the Chandalar, Alaska property for $250,000 from Jumbo Basin Corporation. This transaction gave rise to Loan3, is carried on GNPs financial records at an interest rate of the greater of prime plus 2% or 10%, and is to be repaid from distributions to Goldrich as defined in the Operating Agreement, prior to any distributions in cash to Goldrich. At each of June 30, 2019 and December 31, 2018, the principal balance due on Loan3 was $91,488, as adjusted by the joint venture during arbitration, with additional interest of approximately $13,660 and $9,150, respectively. These amounts may be further adjusted by Arbitration awards. In addition, GNP was required to meet the Minimum Production Requirements as defined by the operating agreement. The Minimum Production Requirement for each year was determined by the price of gold on December 1 in the preceding year. The Minimum Production Requirements for 2016, 2017, and 2018 were 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 were to be substantially paid by October 31, 2018. The value of the combined 2016, 2017 and 2018 Minimum Production Requirements has been calculated at $4,428,000 using the price of gold at $1,230 per ounce at September 30, 2018. GNP did not meet the Minimum Production Requirements. Arbitration In December 2017, the Company filed an arbitration statement of claim against NyacAU and other parties. The claim challenged certain accounting treatment of capital leases, allocations of tax losses, charges to the JV for funding costs related to the JV managers financing, related-party transactions, and other items of dispute in a previous mediation that was unsuccessful in reaching an agreement. As a result, the Company participated in an arbitration before a panel of three independent arbitrators during 2018 to address these items. In accordance with ASC 450, Contingencies During the six months ended June 30, 2019 and 2018, management made certain reclassifications from professional services expense, general and administrative expense and other line items on previously reported Consolidated Statements of Operations captions into Arbitration costs. The Company incurred $(19,303) and $728,451 in arbitration expenses during the six months ended June 30, 2019 and 2018, respectively. The $(19,303) is a result of a $220,147 reimbursement for costs by the Companys Directors and Officers insurance, netted against expenses of $200,844 for the six months ended June 30, 2019. Due to the JVs failure to meet the Minimum Production Requirements defined in the Operating Agreement, the JV is being dissolved. No financial statement adjustment has been recorded for the failure of the JV to meet the Minimum Production Requirements. |
4. Related Party Transactions
4. Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
4. Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Beginning in January 2016 and through June 30, 2019, 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 6/30/19 Year ended 12/31/18 Beginning Balance $295,000 $192,500 Deferred During Period 90,000 180,000 Cash Paid During Period (10,000) (77,500) Ending Balance $375,000 $295,000 CFO Six Months ended 6/30/19 Year ended 12/31/18 Beginning Balance $64,909 $35,202 Deferred During Period 28,158 64,222 Cash Paid During Period (12,734) (34,515) Ending Balance $80,333 $64,909 During the year ended December 31, 2018, the Company also awarded 1,850,000 shares of common stock to officers and a director as compensation. The fair value of the shares awarded was $64,565 based upon the quoted value of the stock at the time of the grant. |
5. Notes Payable & Notes Payabl
5. Notes Payable & Notes Payable - Related Party | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
5. Notes Payable & Notes Payable - Related Party | 5. NOTES PAYABLE & NOTES PAYABLE RELATED PARTY At December 31, 2018, the Company had outstanding Notes payable of $952,634 and outstanding Notes payable - related party of $2,378,947, with all discounts being amortized. The Notes payable and Notes payable - related party had matured on October 31, 2018 and are now due on demand. During the three and six months ended June 30, 2019, the Company received the third and fourth tranche of the notes payable for $89,474 and $284,210, respectively, discounted at 5%, or $4,474 and $14,210, resulting in net proceeds of $85,000 and $270,000, of which $71,000 and $206,000 was from a related party. The notes are due upon demand; therefore, the discounts were immediately expensed to finance costs. At June 30, 2019, the Company had outstanding Notes payable of $1,020,000 and outstanding Notes payable related party of $2,595,790, with all discounts being amortized. The Company is in negotiations with holders of the Notes payable and Notes payable related party to amend payment terms. The notes 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 18,982,878 five-year Class T warrants have been issued to the lenders, including 13,627,886 to a related party in connection with the current and prior-period note issuances. The warrants have an exercise price of $0.03 and expire on various dates from November 30, 2022 through June 21, 2024. During the six months ended June 30, 2019, the Company issued 1,492,102 warrants in connection with the notes payable. The warrants had a fair value of $17,668 and had an allocated relative fair value of $15,600. A total of 1,518,630 five-year Class T warrants have been issued for finders fees related to this debt financing including 1,090,231 to a related party. The warrants issued for finders fees were fair valued at $25,864 and $26,354 for the three and six months ended June 30, 2019, using a Black Scholes valuation model (see table below), and are included in interest expense and finance costs. During the three and six months ended June 30, 2019, the Company accrued cash finders fees related to this debt financing totaling $40,350 and $45,900 compared to $21,000 for each for the three- and six-month periods ended June 30, 2018 to related party entities and are included in interest expense and finance costs. Interest and financing costs, including finders fees, of $127,048 and $172,948 were expensed during the three and six months ended June 30, 2019 compared to $62,404 and $62,404 expensed during the three and six months ended June 30, 2018. Total interest of $441,613 is accrued at June 30, 2019 and is included in Interest payable and Interest payable related parties. Interest due at June 30, 2019 was not timely paid. To date, the notes have not been paid, and the note holders have not demanded payment and have indicated willingness to work with the Company to extend the due date. The table below summarizes the total notes due, the amount received with discount, warrants issued for finders fees and cash expensed for finders fees for all periods related to the notes payable and notes payable related party. Tranche Date Net amount after 5% Discount Note Prior to Discount Warrants issued to lenders Finders fees in Warrants Finders fees in Cash Notes Payable Dec. 22, 2017 $ 705,000 $ 742,105 3,896,047 311,684 $ - Notes Payable Dec. 24, 2018 $ 200,000 $ 210,526 1,105,262 88,421 $ 6,000 Notes Payable March 31, 2019 $ 14,000 $ 14,737 77,368 6,189 $ 420 Notes Payable June 30, 2019 $ 50,000 $ 52,632 276,315 22,105 $ 1,500 Total Notes Payable $ 969,000 $ 1,020,000 5,354,992 428,399 $ 7,920 Related Party Dec. 22, 2017 $ 1,000,000 $ 1,052,632 5,526,312 442,105 $ 30,000 Related Party Dec. 24, 2018 $ 1,260,000 $ 1,326,316 6,963,155 557,052 $ 37,800 Related Party March 31, 2019 $ 71,000 $ 74,737 392,368 31,390 $ 2,130 Related Party June 30, 2019 $ 135,000 $ 142,105 746,051 59,684 $ 4,050 Total Related Party $ 2,466,000 $ 2,595,790 13,627,886 1,090,231 $ 73,980 Total $ 3,435,000 $ 3,615,790 18,982,878 1,518,630 $ 81,900 The total fair value of the Class T warrants was estimated on the issue dates at $25,863 and $68,747 for the six months ended June 30, 2019 and June 30, 2018, respectively, using the following weighted average assumptions: June 30, 2019 June 30, 2018 Market price of common stock on date of issuance $0.007 - $0.0275 $0.02 Risk-free interest rate 1.8% - 2.51% 2.58% Expected dividend yield 0 0 Expected term (in years) 5 5 Expected volatility 154.7% - 162.5% 155.5% The notes are secured by distributions from the GNP joint venture. The notes are senior to general non-trade creditors and all equity holders in the event of dissolution of the Company with a distribution of assets. 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 Operating Agreement; and (ii) Any GNP Distributions that are made by 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 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; (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 are guaranteed by Goldrich Placer, which in turn owns a 50% interest in Goldrich NyacAU Placer LLC. See Note 3 Joint Venture |
6. Notes Payable in Gold
6. Notes Payable in Gold | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
6. Notes Payable in Gold | 6. NOTES PAYABLE IN GOLD During 2013, the Company issued notes payable in gold totaling $820,000, less a discount of $205,000, for net proceeds of $615,000. Under the terms of the notes, the Company agreed to deliver gold to the holders at the lesser of $1,350 per ounce of fine gold or a 25% discount to market price as calculated on the contract date and specify delivery of gold in November 2014. 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: On November 30, 2018, the Company renegotiated terms with the holders. A default condition arising from the non-delivery of the gold in 2018 was alleviated by agreements with the three note holders to extend the delivery date of gold to February 28, 2019, with the following significant terms: Due to the Joint Ventures failure to meet Minimum Production Requirements or make a sufficient distribution to the Joint Venture partners, the Company was unable to make payment to the holders of the notes payable in gold. Subsequent to June 30, 2019, the Company renegotiated terms with the holders. A default condition arising from the non-delivery of the gold on March 31, 2019, was alleviated by agreements with the three note holders with the following amended terms: To date, the gold notes have not been paid and the note holders have not demanded payment or delivery of gold. For the six months ended June 30, 2019, using the fair value of gold on June 30, 2019 of $1,409 per ounce, the Company recognized an increase in fair value of $33,748. For the six months ended June 30, 2018, using a forward gold price of $1,213, the Company recognized a decrease 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 of gold future delivery contracts. At June 30, 2019 and December 31, 2018, the Company had outstanding total notes payable in gold of $375,905 and $342,157, respectively, representing 266.788 ounces of fine gold deliverable at March 31, 2019. Interest of $16,785 was expensed during the six months ended June 30, 2019, of which $11,764 is accrued at June 30, 2019 and is included in Interest payable. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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 2019. November 30, 2019 Claims Rental $ 90,670 Annual Labor 61,100 Yearly Totals $ 151,770 The Company has a labor requirement carryover to 2019 of approximately $28.6 million to satisfy its annual labor requirements. This carryover expires in the years 2019 through 2024 if unneeded to satisfy requirements in those years. |
8. Subsequent Events
8. Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
8. Subsequent Events | 8. SUBSEQUENT EVENTS Subsequent to the six months ended June 30, 2019, the Company entered into additional notes payable totaling $205,000, net of discounts, from a related party, with cash proceeds of $205,000 to the Company. The Company also entered into amendments to the Notes payable in gold as described in Note 6 above. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies: Reclassifications (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Reclassifications | Certain reclassifications have been made to conform prior years data to the current presentation. During the six months ended June 30, 2018, management reclassified Arbitration expenses of $699,275 and $728,451 for the three- and six-month periods ended June 30, 2018, respectively, from Professional services, General and administrative and other line items on previously reported Consolidated Statements of Operations captions to a separate line item because of its significance to the Companys operations during the year. These reclassifications have no impact of the total net loss for the three and six months ended June 30, 2019 and 2018. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Earnings (loss) Per Common Share | We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At June 30, 2019, there were 139,573,798 shares of our common stock issued and outstanding. For the periods ended June 30, 2019 and 2018, the effect of the Companys outstanding preferred shares, options and warrants, totaling 97,261,792 and 106,038,703, respectively, would have been anti-dilutive. |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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. |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Recent Accounting Pronouncements | 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 adopted the standard on January 1, 2019. The Company performed an assessment of the impact of implementation of ASU No. 2016-02, and concluded it does not have an effect on the consolidated financial statements. The Company currently has two operating leases for the corporate office rent and a small storage unit in Fairbanks, Alaska; both are less than a year and do not require recognition under the standard update. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. ASU No. 2018-07 expands the scope of Accounting Standards Codification (ASC) 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted the new standard on January 1, 2019, with no effect on the consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Cash and Cash Equivalents | For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. |
2. Summary of Significant Acc_7
2. Summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
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 Acc_8
2. Summary of Significant Accounting Policies: Plant, Equipment, and Accumulated Depreciation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Plant, Equipment, and Accumulated Depreciation | Property and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Companys common stock issued. The Companys property and equipment are located on the Companys unpatented state mining claims located in the Chandalar mining district of Alaska. All property and equipment purchased prior to 2009 are fully depreciated. The Companys equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located at Company offices in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements, which significantly increase an assets value or significantly extend its useful life are capitalized and depreciated over the assets remaining useful life. When a fixed asset is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations. |
2. Summary of Significant Acc_9
2. Summary of Significant Accounting Policies: Mining Properties, Claims and Royalty Option (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Mining Properties, Claims and Royalty Option | The Company capitalizes costs for acquiring mineral properties, claims and royalty option and expenses, costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations. |
2. Summary of Significant Ac_10
2. Summary of Significant Accounting Policies: Income Taxes (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
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 Ac_11
2. Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
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. There was no distribution from the joint venture for 2018, and there will be no distribution for 2019, due to arbitration proceedings and dissolution of the joint venture. See note 3, Joint Venture. |
2. Summary of Significant Ac_12
2. Summary of Significant Accounting Policies: Stock-based Compensation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Stock-based Compensation | The Company periodically issues common shares or options to purchase shares of the Companys common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight line basis. Compensation expense for grants that vest immediately are recognized in the period of grant. |
2. Summary of Significant Ac_13
2. Summary of Significant Accounting Policies: Exploration Costs (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Exploration Costs | Exploration costs are expensed in the period in which they occur. |
2. Summary of Significant Ac_14
2. Summary of Significant Accounting Policies: Derivatives (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
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 Ac_15
2. Summary of Significant Accounting Policies: Remediation and Asset Retirement Obligation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Remediation and Asset Retirement Obligation | The Companys operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long-lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on managements estimate of amounts expected to be incurred when the remediation work is performed. |
2. Summary of Significant Ac_16
2. Summary of Significant Accounting Policies: Fair Value Measurements (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
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 2019 and 2018, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance June 30, 2019 Balance December 31, 2018 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 375,905 $ 342,157 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at June 30, 2019 and December 31, 2018. |
2. Summary of Significant Ac_17
2. Summary of Significant Accounting Policies: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Balance June 30, 2019 Balance December 31, 2018 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 6) $ 375,905 $ 342,157 2 |
4. Related Party Transactions_
4. Related Party Transactions: Schedule of Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Related Party Transactions | CEO Six Months ended 6/30/19 Year ended 12/31/18 Beginning Balance $295,000 $192,500 Deferred During Period 90,000 180,000 Cash Paid During Period (10,000) (77,500) Ending Balance $375,000 $295,000 CFO Six Months ended 6/30/19 Year ended 12/31/18 Beginning Balance $64,909 $35,202 Deferred During Period 28,158 64,222 Cash Paid During Period (12,734) (34,515) Ending Balance $80,333 $64,909 |
5. Notes Payable & Notes Paya_2
5. Notes Payable & Notes Payable - Related Party: Schedule of senior secured notes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of senior secured notes | Tranche Date Net amount after 5% Discount Note Prior to Discount Warrants issued to lenders Finders fees in Warrants Finders fees in Cash Notes Payable Dec. 22, 2017 $ 705,000 $ 742,105 3,896,047 311,684 $ - Notes Payable Dec. 24, 2018 $ 200,000 $ 210,526 1,105,262 88,421 $ 6,000 Notes Payable March 31, 2019 $ 14,000 $ 14,737 77,368 6,189 $ 420 Notes Payable June 30, 2019 $ 50,000 $ 52,632 276,315 22,105 $ 1,500 Total Notes Payable $ 969,000 $ 1,020,000 5,354,992 428,399 $ 7,920 Related Party Dec. 22, 2017 $ 1,000,000 $ 1,052,632 5,526,312 442,105 $ 30,000 Related Party Dec. 24, 2018 $ 1,260,000 $ 1,326,316 6,963,155 557,052 $ 37,800 Related Party March 31, 2019 $ 71,000 $ 74,737 392,368 31,390 $ 2,130 Related Party June 30, 2019 $ 135,000 $ 142,105 746,051 59,684 $ 4,050 Total Related Party $ 2,466,000 $ 2,595,790 13,627,886 1,090,231 $ 73,980 Total $ 3,435,000 $ 3,615,790 18,982,878 1,518,630 $ 81,900 |
5. Notes Payable & Notes Paya_3
5. Notes Payable & Notes Payable - Related Party: Fair value of warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Fair value of warrants | June 30, 2019 June 30, 2018 Market price of common stock on date of issuance $0.007 - $0.0275 $0.02 Risk-free interest rate 1.8% - 2.51% 2.58% Expected dividend yield 0 0 Expected term (in years) 5 5 Expected volatility 154.7% - 162.5% 155.5% |
7. Commitments and Contingenc_2
7. Commitments and Contingencies: Patented and nonpatented claims, annual costs (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Patented and nonpatented claims, annual costs | November 30, 2019 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, 2019 | |
Details | |
Going Concern | The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. |
2. Summary of Significant Ac_18
2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Details | |||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 | |
Common Stock, Shares, Outstanding | 139,573,798 | 139,573,798 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 97,261,792 | 106,038,703 |
2. Summary of Significant Ac_19
2. Summary of Significant Accounting Policies: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Details | ||
Notes payable in gold | $ 375,905 | $ 342,157 |
3. Joint Venture (Details)
3. Joint Venture (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||||
Cost-method Investments, Description | On May 7, 2012, the Company entered into a joint venture with NyacAU, LLC (“NyacAU”), an Alaskan private company, to bring Goldrich’s Chandalar placer gold properties into production as defined in the joint venture agreement. | |||
Arbitration (Note 3) | $ 27,420 | $ 699,275 | $ (19,303) | $ 728,451 |
4. Related Party Transactions_2
4. Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Details | ||
Fees due CEO | $ 375,000 | $ 295,000 |
Fees due CFO | $ 80,333 | $ 64,909 |
4. Related Party Transactions (
4. Related Party Transactions (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Details | |||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 1,850,000 | ||
Share-based compensation | $ 0 | $ 64,566 | $ 64,565 |
5. Notes Payable & Notes Paya_4
5. Notes Payable & Notes Payable - Related Party (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Details | |||
Notes payable, net of discount | $ 1,020,000 | $ 952,634 | |
Notes payable, net of discount - related party | 2,595,790 | $ 2,378,947 | |
Fair value of warrants estimated on issue dates | $ 25,863 | $ 68,747 |
5. Notes Payable & Notes Paya_5
5. Notes Payable & Notes Payable - Related Party: Fair value of warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||
Stock price on date of grant, maximum | $ 0.007 | $ 0.02 |
Stock price on date of grant, minimum | $ 0.0275 | |
Risk free interest rate, minimum | 1.80% | |
Risk free interest rate, maximum | 2.51% | 2.58% |
Expected term simplified | 5 | 5 |
Expected volatility rate, minimum | 154.70% | 155.50% |
Expected volatility rate, maximum | 162.50% |
6. Notes Payable in Gold (Detai
6. Notes Payable in Gold (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2013 | |
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 | $ 33,748 | $ 1,213 |
7. Commitments and Contingenc_3
7. Commitments and Contingencies: Patented and nonpatented claims, annual costs (Details) | Nov. 30, 2019USD ($) |
Details | |
Claims rental | $ 90,670 |
Annual labor requirement | 61,100 |
Non-patented claims expense | $ 151,770 |
8. Subsequent Events (Details)
8. Subsequent Events (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Details | |
Subsequent Event, Description | the Company entered into additional notes payable totaling $205,000, net of discounts, from a related party, with cash proceeds of $205,000 to the Company. The Company also entered into amendments to the Notes payable in gold as described in Note 6 above. |