Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Nov. 04, 2020 | Jun. 30, 2019 | |
Details | |||
Registrant CIK | 0000059860 | ||
Fiscal Year End | --12-31 | ||
Registrant Name | Goldrich Mining Company | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2019 | ||
Trading Symbol | GRMC | ||
Trading Exchange | NONE | ||
Tax Identification Number (TIN) | 91-0742812 | ||
Number of common stock shares outstanding | 167,926,376 | ||
Public Float | $ 639,421 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | No | ||
Interactive Data Current | No | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
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., Suite B211 | ||
Entity Address, City or Town | Spokane | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 99223-4942 | ||
City Area Code | 509 | ||
Local Phone Number | 535-7367 | ||
Title of 12(g) Security | Common Stock, par value $0.10 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false |
Goldrich Mining Company Consoli
Goldrich Mining Company Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 1,274 | $ 77,178 | |
Prepaid expenses | 96,574 | 122,131 | |
Other current assets | 0 | 13,671 | |
Total current assets | 97,848 | 212,980 | |
Property, equipment, and mining claims: | |||
Equipment, net | 716 | 2,025 | |
Mining properties, claims, and royalty option | 626,428 | 868,516 | |
Total property, equipment and mining claims | 627,144 | 870,541 | |
Total assets | 724,992 | 1,083,521 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 1,656,854 | 1,052,520 | |
Interest payable | 223,555 | 44,747 | |
Interest payable - related party | 439,121 | 205,570 | |
Related party payables | 600,147 | 457,727 | |
Notes payable, net of discount | 1,020,000 | 952,634 | |
Notes payable, net of discount - related party | 3,246,316 | 2,378,947 | |
Notes payable in gold | 406,319 | 342,157 | |
Dividends payable on preferred stock | 30,618 | 30,618 | |
Total current liabilities | 7,622,930 | 5,464,920 | |
Long-term liabilities: | |||
Interest payable in stock | 36,813 | 0 | |
Interest payable in stock - related party | 168,976 | 0 | |
Remediation and asset retirement obligation | 255,951 | 447,778 | |
Total long-term liabilities | 461,740 | 447,778 | |
Total liabilities | 8,084,670 | 5,912,698 | |
Commitments and contingencies (Notes 4, 9, 10, 12) | [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 and 139,573,798 issued and outstanding, respectively | 13,957,380 | 13,957,380 | |
Additional paid-in capital | 13,905,542 | 13,832,978 | |
Accumulated deficit | (35,493,775) | (32,890,710) | |
Total stockholders' deficit | (7,359,678) | (4,829,177) | |
Total liabilities and stockholders' deficit | $ 724,992 | $ 1,083,521 | |
[1] | BS1 |
Goldrich Mining Company Conso_2
Goldrich Mining Company Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 8,998,700 | 8,998,700 |
Preferred Stock, Shares Outstanding | 0 | 0 |
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, Outstanding | 139,573,798 | 139,573,798 |
Series A | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 150,000 | 150,000 |
Series B | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Outstanding | 200 | 200 |
Series C | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 250 | 250 |
Preferred Stock, Shares Outstanding | 250 | 250 |
Series D | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 150 | 150 |
Preferred Stock, Shares Outstanding | 150 | 150 |
Series E | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Outstanding | 300 | 300 |
Series F | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Outstanding | 153 | 153 |
Goldrich Mining Company Conso_3
Goldrich Mining Company Consolidated Statements of Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Operating expenses: | |||
Mine preparation costs | $ 306,929 | $ 175,369 | |
Depreciation | 1,309 | 4,844 | |
Management fees and salaries | 222,562 | 309,746 | |
Professional services | 85,758 | 60,418 | |
General and administrative | 257,984 | 309,335 | |
Office supplies and other | 8,760 | 9,533 | |
Directors' fees | 26,700 | 20,600 | |
Mineral property maintenance | 97,439 | 91,059 | |
Reclamation expense | 339,015 | 50,000 | |
Royalty interest adjustment | 36,350 | 0 | |
Settlement expense | 59,500 | 0 | |
Arbitration costs (Note 4) | [1] | 202,431 | 1,835,382 |
Total operating expenses | 1,644,737 | 2,866,286 | |
Other (income) expense: | |||
Change in fair value of notes payable in gold | 64,162 | (13,793) | |
Gain on settlement of accounts payable | 0 | (18,000) | |
Interest expense and finance costs | 894,146 | 945,456 | |
Loss on foreign exchange | 20 | 0 | |
Total other (income) expense | 958,328 | 913,663 | |
Net loss | (2,603,065) | (3,779,949) | |
Preferred dividends | (7,604) | (7,604) | |
Net loss available to common stockholders | $ (2,610,669) | $ (3,787,553) | |
Net loss per common share - basic and diluted | $ (0.02) | $ (0.03) | |
Weighted average common shares outstanding-basic and diluted | 139,573,798 | 137,042,253 | |
[1] | IS1 |
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 | |||
Warrants issued with notes payable | 165,857 | 165,857 | |||
Shares issued for accounts and related party payables | $ 361,599 | (238,301) | 123,298 | ||
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 | ||||
Stock options granted to consultants | 8,925 | 8,925 | |||
Net loss | (3,779,949) | (3,779,949) | |||
Shares outstanding at Dec. 31, 2018 | 139,573,798 | 151,053 | |||
Equity balance at Dec. 31, 2018 | $ 13,957,380 | $ 271,175 | 13,832,978 | (32,890,710) | (4,829,177) |
Warrants issued with notes payable | 44,203 | 44,203 | |||
Stock issued value warrants issued finders fees | 28,361 | 28,361 | |||
Net loss | (2,603,065) | (2,603,065) | |||
Shares outstanding at Dec. 31, 2019 | 139,573,798 | 151,053 | |||
Equity balance at Dec. 31, 2019 | $ 13,957,380 | $ 271,175 | $ 13,905,542 | $ (35,493,775) | $ (7,359,678) |
Goldrich Mining Company Conso_5
Goldrich Mining Company Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (2,603,065) | $ (3,779,949) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,309 | 4,844 |
Change in fair value of notes payable in gold | 64,162 | (13,793) |
Royalty interest adjustment | 36,350 | 0 |
Share-based compensation - restricted stock | 0 | 64,565 |
Share-based compensation - options | 0 | 8,925 |
Gain on settlement of accounts payable | 0 | (18,000) |
Amortization of discount on notes payable | 90,938 | 523,448 |
Remediation obligation increase | 0 | 50,000 |
Accretion of asset retirement obligation | 13,911 | 13,376 |
Other asset allowance | 13,671 | 14,117 |
Warrants issued for finders fees | 28,361 | 0 |
Change in: | ||
Prepaid expenses | 25,557 | (34,129) |
Accounts payable and accrued liabilities | 604,334 | 1,011,974 |
Interest payable | 215,621 | 25,396 |
Interest payable - related party | 402,527 | 171,366 |
Related party payables | 142,420 | 88,827 |
Net cash used - operating activities | (963,904) | (1,869,033) |
Cash flows from financing activities: | ||
Proceeds from notes payable and warrants, net | 64,000 | 200,000 |
Proceeds from notes payable and warrants - related party, net | 824,000 | 1,260,000 |
Net cash provided - financing activities | 888,000 | 1,460,000 |
Net decrease in cash and cash equivalents | (75,904) | (409,033) |
Cash and cash equivalents, beginning of year | 77,178 | 486,211 |
Cash and cash equivalents, end of year | 1,274 | 77,178 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 72,890 | 215,879 |
Non-cash investing and financing activities: | ||
Issuance of shares of common stock for accounts payable | 0 | 123,298 |
Warrants issued with notes payable | $ 44,203 | $ 165,857 |
1. Organization and Description
1. Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
1. Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Goldrich Mining Company (“Company”) was incorporated under the laws of the State of Alaska on March 26, 1959. The Company is engaged in the business of acquiring and exploring mineral properties throughout the Americas, primarily those containing gold and associated base and precious metals. During 2019, all of the Company’s activities were focused on the Chandalar property in Alaska. The Company’s common stock trades on the Over-The-Counter Bulletin Board (“OTCBB”) exchange under the ticker symbol GRMC. Going Concern The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. The Company currently has no historical recurring source of revenue and an accumulated deficit of $35,493,775 at December 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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 Company’s ability to raise capital to fund its future exploration and working capital requirements. The Company’s plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Company’s future operations through sales of its common stock and/or debt. 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 | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
2. Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation of and Accounting for Subsidiaries The consolidated financial statements include the accounts of the Company and the accounts of its 100% owned subsidiary Goldrich Placer, LLC. This subsidiary is included in the accompanying financial statements by consolidation of the Statements of Operations and the Balance Sheets as of and for the years ended December 31, 2019 and December 31, 2018, with all intercompany balances and investment accounts eliminated. Accounting for Investments in Joint Ventures ASC 321 Investments – Equity Securities provides guidance for equity interests that meet the definition of an equity security, as well as other equity interests (such as investments in partnerships, unincorporated joint ventures, and limited liability companies) that are required to be accounted for like equity securities under ASC 321. The term “equity interest” refers to all equity instruments within the scope of ASC 321. Under ASC 321, all equity investments are to be accounted for at fair value. However, there is a measurement alternative for those investments without readily determinable fair values. As required by ASC 321-10-35-2, the appropriate method for investments without a readily determinable fair value is “cost less impairment”. The Company has an equity interest in Goldrich NyacAU Placer LLC, a 50%-owned joint venture in which the Company does not have joint control or significant influence. See Note 4 Joint Venture. Additionally, the ownership interests of the joint venture are not traded on any established market, and the fair value of the joint venture cannot be readily determined or estimated. Therefore, the Company measures its investment in the joint venture at cost less impairment, adjusted for any distributions received during the period. The carrying amount of this investment was $nil as of December 31, 2019 and 2018, respectively. The Company performs a quantitative and qualitative assessment at each reporting date to determine whether the investment is impaired and an impairment loss equal to the difference between the carrying value and fair value is recorded within Other (income) expense on the Company's Consolidated Statement of Operations if an impairment has been determined. Because the carrying value of the joint venture is $nil, there were no impairment losses recorded during the years ended December 31, 2019 and 2018. Earnings (Loss) Per Share Net income (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. For the years ended December 31, 2019 and 2018, the effect of the Company’s outstanding convertible preferred shares, options and warrants, totaling 93,590,499 and 110,379,490 for the two years, respectively, has not been included in the Company’s net income (loss) per share as their inclusion would have been anti-dilutive. Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Management does not expect the ASU to have a material effect on the Company’s 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. Reclassifications Certain prior period amounts have been reclassified to conform to the 2019 financial statement presentation. Reclassifications had no effect on net loss, stockholders' equity, or cash flows as previously reported. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, joint venture distributions, accrued remediation costs, asset retirement obligations, stock-based compensation, deferred tax assets and related valuation allowances and uncertainties regarding the outcome of arbitration proceedings. 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 Company’s common stock issued. The Company’s property and equipment are located on the Company’s unpatented state mining claims located in the Chandalar mining district of Alaska. All property and equipment purchased prior to 2009 are fully depreciated. The Company’s 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 asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s 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. Exploration Costs Exploration costs are expensed in the period in which they occur. Income Taxes Income taxes are recognized in accordance with Accounting Standards Codification (“ASC”) 740 Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. Revenue Recognition The Company does not have joint control or significant influence over the joint venture; therefore, distributions from our joint venture are recognized using the cost less impairment method. In accordance with ASU No. 2014-09, the Company has determined that its revenue does not arise from contracts with customers, does not involve satisfaction of any performance obligations on the part of the Company, or require Company assets to be recognized or applied to determine costs to obtain or fulfill any contract generating revenue. Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Company’s 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. Remediation and Asset Retirement Obligation The Company’s 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 management’s 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 December 31, 2019 Balance December 31, 2018 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 7) $ 406,319 $ 342,157 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at December 31, 2019 and 2018. The inputs to the valuation of Level 2 liabilities are described in Note 7 Notes Payable in Gold |
3. Property, Equipment and Mini
3. Property, Equipment and Mining Claims | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
3. Property, Equipment and Mining Claims | 3. PROPERTY, EQUIPMENT AND MINING CLAIMS Equipment At December 31, 2019 and 2018, the CompanyÂ’s equipment classifications were as follows: 2019 2018 Exploration and mining equipment $ 1,627,351 $ 1,627,351 Vehicles and rolling stock 390,140 390,140 Office and other equipment 65,549 65,549 Total 2,083,040 2,083,040 Accumulated depreciation (2,082,324) (2,081,015) Equipment, net of depreciation $ 716 $ 2,025 Of the CompanyÂ’s equipment, $1,319,341 are being depreciated over lives of three and five years and $763,699 are being depreciated over seven and ten years, resulting in total depreciation expense of $1,309 for 2019. Assets of $1,319,341 and $763,699 being depreciated over corresponding periods, respectively, resulting in total depreciation of $4,844 for 2018. Mining Properties and Claims, and Royalty Option At December 31, 2019 and 2018, the CompanyÂ’s mining properties claims, and royalty option were as follows: 2019 2018 Chandalar property and claims $ 264,000 $ 264,000 2003 purchased claims 35,000 35,000 Unpatented state claims staked 40,400 40,400 Asset retirement costs (1) 242,766 Jumbo Basin royalty option ( Note 4 (2) 286,350 Total $ 626,428 $ 868,516 (1)Asset retirement costs will be amortized over the related long-lived asset using a units of production method. During 2019, the Company reduced its estimate of Asset retirement costs and Asset retirement obligation by $205,738 (see Note 9 Asset Retirement Obligation (2)During the year ended December 31, 2019, the arbitration panel awarded distributions from 2016 and 2017 to Goldrich from GNP that paid the balance of principal and interest of Loan3, a loan made to purchase the Jumbo Basin royalty options. While reviewing the carrying costs of the royalty option, management determined that its carrying value exceeded the contractual purchase price by $36,350, and adjusted the carrying value during 2019 as a charge to its Statements of Operations. |
4. Joint Venture
4. Joint Venture | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
4. Joint Venture | 4. JOINT VENTURE On April 3, 2012, Goldrich Placer, LLC (“GP”), a subsidiary of Goldrich, entered into a term sheet for a joint venture with NyacAU, LLC (“NyacAU”), an Alaskan private company, to bring Goldrich’s Chandalar placer gold properties into production as defined in the joint venture agreement (the “Operating Agreement”) which was subsequently signed with an effective date of April 2, 2012. In each case as used herein in reference to the JV, ‘production’ is as defined by the Operating Agreement. As part of the Operating Agreement, GP and NyacAU (together the “Members”) formed a 50:50 joint venture company, Goldrich NyacAU Placer LLC (“GNP”), to operate the Chandalar placer mines, with NyacAU acting as managing partner. Goldrich has no significant control or influence over the JV, and therefore accounts for its investment using the cost less impairment method. Under the terms of the Operating Agreement, NyacAU provided funding to the JV. The loans are to be repaid from future production. According to the Operating Agreement, on at least an annual basis, the JV shall allocate and distribute all revenue (whether in cash or as gold) generated from the JV’s 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. As of December 31, 2018, the JV had not achieved commercial production as required under the Operating Agreement. As a result, GNP was dissolved during 2019 and, as of December 31, 2019, the liquidation of GNP was in process. The Company has calculated distributions under item #2 above for the 2018 production season using the same methodology as prior years’ distributions. NyacAU has challenged its responsibility to declare or pay any distributions of this type for 2018. The Company has refuted the challenge as well as certain changes to the financial statements (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 of GP, Goldrich’s subsidiary, receives in the future from its interest in GNP (“Distribution Interest”), paid in cash under items #2, to Chandalar Gold, LLC (“CGL”) and GVC Capital, LLC, (“GVC”), both of which are non-related entities. GP retained its ownership of its 50% interest in GNP but, after the transaction, subject to the terms of the GNP Operating Agreement, GP will effectively receive approximately 44%, CGL will effectively receive 6% (12% of Goldrich’s 50% of GNP = 6%) and GVC will effectively receive 0.25% (0.5% of Goldrich’s 50% of GNP = 0.25%) of any distributions produced by GNP. At December 31, 2019 and 2018, an amount of $35,794 has been accrued for the distribution which is included in accrued liabilities for distributions to the Company that were applied to Loan3 in 2016 and 2017. No additional amounts have been accrued for the 2019 and 2018 distributions due to uncertainties relating to realization of distributions from NyacAU, although during arbitration proceedings, Loan3 was determined and agreed to be paid in full (see Arbitration). In 2012, the joint venture purchased, on Goldrich’s 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, which was carried 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. During the year ended December 31, 2019, the arbitration panel (see Arbitration below) awarded distributions from 2016 and 2017 to Goldrich from GNP. In accordance with terms of the Operating Agreement, the Company applied the distributions toward Loan3 and the balance of principal and interest for LOC3 were paid in full. While reviewing the carrying costs of the royalty option, management determined that its carrying value exceeded the contractual purchase price by $36,350 and adjusted the carrying value during 2019. 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 manager’s financing, related-party transactions, and other items of dispute in a previous mediation that was unsuccessful in reaching an agreement. As a result, the Company participated in an arbitration before a panel of three independent arbitrators during 2018 to address these items. Through 2019 and the filing of this report in 2020, the Company has continued to respond to panel inquiries, make motions to prosecute or defend positions, answer motions made by the opposing JV partner and aggressively support the Company’s efforts toward success. The Company records amounts for loss or gain contingencies when it is probable that a liability or an asset is realizable and can be reasonably estimated. To date, the arbitration proceedings are still in progress, with some rulings being issued for and against the Company’s positions. No assurance can be given that the arbitration will result in a successful outcome for the Company. Due to uncertainties relating to the pending outcome, the financial statements contain only adjustments for the final results of the arbitration that are estimable and probable. See Note 12 Commitments and Contingencies and Note 13 Subsequent Events for additional information and rulings subsequent to December 31, 2019. The Company incurred $202,431 and $1,835,382 in arbitration expenses during the years ended December 31, 2019 and December 31, 2018, respectively. |
5. Related Party Transactions
5. Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
5. Related Party Transactions | 5. RELATED PARTY TRANSACTIONS Beginning in January 2016 and through December 31, 2019, the salary of the Company’s Chief Executive Officer (“CEO”) has not been paid in full. Fees due to the Company’s Chief Financial Officer (“CFO”) have been accrued and remain unpaid: Year ended 12/31/19 Year ended 12/31/18 CEO Beginning Balance $ 295,000 $ 192,500 Deferred During Period 180,000 180,000 Cash Paid During Period (48,500) (77,500) Ending Balance 426,500 295,000 CFO Beginning Balance 64,909 35,202 Deferred During Period 42,703 64,222 Cash Paid During Period (28,968) (34,515) Ending Balance 78,644 64,909 Board fees payable 95,003 97,818 Total Related party payables $ 600,147 $ 457,727 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 value of the shares awarded was $64,565 based upon the quoted value of the stock at the time of the grant. |
6. Notes Payable & Notes Payabl
6. Notes Payable & Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
6. Notes Payable & Notes Payable - Related Party | 6. NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY At December 31, 2019, the Company had outstanding Notes payable of $1,020,000 and outstanding Notes payable – related party of $3,246,316. At December 31, 2018, the Company had outstanding Notes payable of $952,634 and outstanding Notes payable – related party of $2,378,947. The Notes payable and Notes payable – related party had matured on October 31, 2018. In November 2019, the Company and the holders of the notes amended the notes, and the notes are now due within 10 days of a demand notice of the holders. There has been no notice of default or demand issued by any holder. During the year ended December 31, 2019, the Company received additional tranches of the notes payable for a total of $934,737, discounted at 5% or $46,737, resulting in net proceeds of $888,000, of which net proceeds of $824,000 was from a related party, Nicholas Gallagher, a shareholder and director of the Company, who also holds the full balance of the Notes payable - related party described above. The notes are due upon demand; therefore, the discounts and related warrants issued with them were immediately expensed to finance costs. During the years ended December 31, 2019 and December 31, 2018, the Company paid finder fees totaling $7,697 and $6,000, respectively, to related party entities, and incurred $26,640 and $25,520, respectively, of other finance and placement costs. Interest of $552,492 was expensed during the year ended December 31, 2019 of which $402,527 was to related parties. Interest of $734,922 is accrued at December 31, 2019 and is included in Interest payable, Interest payable – related parties, Interest payable in stock and Interest payable in stock – related parties. Interest due at December 31, 2019 was not timely paid and is due within 10 days of a demand notice by the holders. There has been no notice of default or demand issued by any holder. 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 Face Value Warrants issued to holders Finders fees in Warrants Finders fees in Cash Notes Payable Dec. 22, 2017 $ 705,000 $ 742,105 3,896,047 311,684 $ - Dec. 24, 2018 200,000 210,526 1,105,262 88,421 6,000 March 31, 2019 14,000 14,737 77,368 6,189 420 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 Dec. 24, 2018 1,260,000 1,326,316 6,963,155 557,052 37,800 March 31, 2019 71,000 74,737 392,368 31,390 2,130 June 30, 2019 135,000 142,105 746,051 59,684 4,050 Sept. 30, 2019 303,000 318,947 1,674,471 133,958 9,090 Oct. 31, 2019 50,000 52,632 276,315 22,105 1,500 Dec. 18, 2019 265,000 278,947 - - 7,950 Total Notes Payable -Related Party 3,084,000 3,246,316 15,578,672 1,246,294 92,520 Total $ 4,053,000 $ 4,266,316 20,933,664 1,674,693 $ 100,440 A total of 22,608,357 five-year Class T warrants have been issued in connection with the note issuances, of which 20,933,664 have been issued to holders and 1,674,693 have been issued for finders fees. The warrants have an exercise price of $0.03 per common share and expire on various dates from November 30, 2022 through December 19, 2024. During the year ended December 31, 2019, the Company issued 3,442,888 warrants in connection with the notes payable, of which 275,476 warrants were for finders fees. During the year ended December 31, 2018, the Company issued 8,713,890 warrants in connection with the notes payable, of which 645,473 were for finders fees. The relative fair values of the warrants were estimated on the issue dates at $44,203 and $165,857 for 2019 and 2018, respectively, using the following weighted average assumptions: December 31, 2019 December 31, 2018 Market price of common stock on date of issuance $0.007 - $0.0275 $0.02 - $0.035 Risk-free interest rate 1.34% - 2.51% 2.26% - 3.07% Expected dividend yield 0 0 Expected term (in years) 5 5 Expected volatility 154.7% - 172.1% 155.5% - 162.4% Effective November 1, 2019, the Company entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (the “Amended Agreement”) with Nicholas Gallagher (“Gallagher”), a related party and member of the Company’s Board of Directors, in his capacity as agent for and on behalf of the holders of the Notes payable. No compensation was paid or accrued for Mr. Gallagher, either in cash or warrants, for his services as agent for other holders. Pursuant to the Amended Agreement, in exchange for the secured promissory notes and other consideration: 1.Holders have loaned to borrower prior to November 1, 2019, an aggregate principal amount of $3,987,368; 2.Gallagher has agreed to make additional loans to borrower from and after November 1, 2019, totaling a maximum principal amount of $394,737 (the net proceeds of which to the Company will be $375,000); 3.With his consent, any new lender or existing holder may make an additional loan or loans under the Amended Agreement; 4.Any loans arising after July 1, 2018 by Mr. Gallagher and any loans made after November 1, 2019 by any new or existing Holder other than Gallagher, after Gallagher has consented in writing to such loan or advance, are Senior secured loans. Senior Notes are entitled to be repaid in full before any of the Junior Notes are repaid; and 5.The Company agreed to other terms, the most significant of which are as follows: a.to pay, no later than February 28, 2021, (1) to the order of NGB Capital Limited (a company owned by Mr. Gallagher), a finder’s fee in the amount of $49,273, and (2) to the order of Capital Investments 4165 LLC a finder’s fee in the amount of $7,920. Of these amounts $6,500 and $nil were remitted in 2020; and b.to reimburse Gallagher, no later than February 20, 2020, for up to $35,000 in legal fees and costs incurred by Gallagher in connection with the Amended Agreement. The Company accrued $32,644 at December 31, 2019 and paid the amount to Mr. Gallagher in 2020 under this clause. Under the Amended Agreement, for each holder of the Notes payable, whether or not a related party: 1.The borrower and holder entered into a Deed of Trust whereunder the Notes are secured by a security interest in all real property, claims, contracts, agreements, leases, permits and the like. 2.The borrower and any holder may negotiate a separate agreement enabling the borrower to issue shares to the holder in satisfaction of some or all interest that may be due to that Holder. 3.The Company entered into a Guaranty whereunder, among other conditions, the Company unconditionally guarantees and promises to pay to the order of each holder: a.the principal sum of each Note payable held by such holder when and as the same becomes due, whether at the stated maturity thereof, by acceleration, call for redemption, tender, or otherwise, b.all interest payable on each such Note payable when and as the same becomes due, and c.any other amounts owing by the Company to such holder under the Amended Agreement or any other loan document when and as the same becomes due. In an agreement separate from the Amended Agreement, Goldrich and Mr. Gallagher agreed that Mr. Gallagher, at his option, has the right to convert outstanding but unpaid and future interest on his loan into stock of the Company at $0.015 per share. In another agreement separate from the Amended Agreement, Goldrich and holders, other than Mr. Gallagher, agreed to convert $36,813 of unpaid interest into stock of the Company at $0.015 per share. During 2020, a total of 13,719,248 common shares with a basis of $0.015 per share, were issued to the holders, reducing interest payable by $205,789 (see Note 13 Subsequent Events). Several events of default were enumerated in the Amended Agreement, including the following: a.the Company fails to pay (i) any portion of the principal amount of any Note when due or (ii) any accrued and unpaid Interest when due and such failure continues for three (3) Business Days or (iii) any other amount that is due and payable under this Amended Agreement, any Note, or the Deed of Trust and such failure continues for ten (10) Business Days after demand for such payment is made by the Holder; b.the Company fails to observe or perform any other obligation, covenant, or agreement applicable to the Company under this Amended Agreement as and when due and fails to cure such failure within 10 Business Days of notice of such failure by the holder to the Company; c.the Company fails to observe or perform any covenant or agreement applicable under the Guaranty and fails to cure such failure within 10 Business Days of notice of such failure by the holder to the Company; d.an insolvency or liquidation proceeding or assignment is commenced with respect to the Company or its subsidiary; or e.any alleged creditor other than the holders seeks to collect any amount allegedly due and owing to said creditor at that time. |
7. Notes Payable in Gold
7. Notes Payable in Gold | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
7. Notes Payable in Gold | 7. NOTES PAYABLE IN GOLD During 2013, the Company issued notes payable in gold totaling $820,000, less a discount of $205,000, for net proceeds of $615,000. Under the terms of the notes, the Company agreed to deliver gold to the holders at the lesser of $1,350 per ounce of fine gold or a 25% discount to market price as calculated on the contract date and specify delivery of gold in November 2014. During the year ended December 31, 2019, the Company renegotiated terms with the holders for a sixth time. 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: · · · · Through the date of the issuance of these financial statements, the gold notes have not been paid and the note holders have not demanded payment or delivery of gold. At December 31, 2019 and 2018, 266.788 ounces of fine gold was due and deliverable to the holders of the Notes. Due to the change in the delivery terms provided in the sixth amendment, the Company estimated the fair value of the notes based upon the market price of gold on December 31, 2019 of $1,523 per ounce as quoted on the London PM Fix market, or $406,319, as of December 31, 2019. The valuation resulted in an increase in gold notes payable of $64,162 during 2019. At December 31, 2019 and 2018, the fair value was calculated using the market approach with Level 2 inputs of gold delivery contracts based upon previous contractual delivery dates. At December 31, 2018, the Company had outstanding total notes payable in gold of $342,157, using a per ounce value of $1,283 as quoted on the London PM Fix market. Interest of $35,025 and $34,182 was recognized during the years ended December 31, 2019 and 2018, respectively. |
8. Stockholders' Equity
8. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
8. Stockholders' Equity | 8. STOCKHOLDERS’ EQUITY Common Stock: On September 30, 2019, the Company changed transfer agents due to issues of communication, transaction delays and other matters being experienced with our long-standing transfer agent. The Company engaged Nevada Agency & Transfer Company (“NATCO”) to act as its transfer agent going forward. During the transfer of records, NATCO determined that a difference of 3,138,787 shares existed between the Company’s detail records and the share listings provided by the outgoing agent. The Company has researched, reconciled, and tested the shares of stock outstanding and believes its detail listing to be accurate. There is the possibility, however, that future information may become available that changes the number of shares the Company reports as outstanding. Management does not believe that such information will have a material effect on the Company’s financial position or its results of its operations. Series A Convertible Preferred Stock: The Company has 150,000 shares of Series A Convertible Preferred Stock outstanding at December 31, 2019 and 2018. These shares were issued from the designated 1,000,000 shares of Series A Preferred Stock, no par value, with the following rights and preferences: Liquidation Preference: Upon a liquidation event, an amount in cash equal to $2.00 per share (adjusted appropriately for stock splits, stock dividends and the like), for a total of $300,000 at December 31, 2019 and 2018, together with declared but unpaid dividends to which the holders of outstanding shares of Series A Preferred Stock are entitled shall be paid prior to liquidation payments to holders of Company securities junior to the Series A Preferred Stock. · · · · · Conversion of outstanding shares of Series A Preferred stock would have resulted in dilution of 900,000 and 900,000 common shares for the years ended December 31, 2019 and 2018, respectively. Series B Convertible Preferred Stock: The Company has 200 shares of Series B Convertible Preferred Stock outstanding at December 31, 2019 and 2018. These shares were issued from the designated 300 shares of Series B Preferred Stock, no par value, with the following rights and preferences: · · · · Conversion of outstanding shares of Series B Preferred stock would result in dilution of 2,857,142 common shares for the years ended December 31, 2019 and 2018. Series C Convertible Preferred Stock: The Company has 250 shares of Series C Convertible Preferred Stock outstanding at December 31, 2019 and 2018. These shares were issued from the designated 250 shares of Series C Preferred Stock, no par value, with the following rights and preferences: · · · · Conversion of outstanding shares of Series C Preferred stock would result in dilution of 8,333,333 common shares for the years ended December 31, 2019 and 2018. Series D Convertible Preferred Stock: The Company has 150 shares of Series D Convertible Preferred Stock outstanding at December 31, 2019 and 2018. These shares were issued from the designated 150 shares of Series D Preferred Stock, no par value. Conversion of outstanding shares of Series D Preferred stock would result in dilution of 5,000,000 common shares for the years ended December 31, 2019 and 2018. Series E Convertible Preferred Stock: The Company has 300 shares of Series E Convertible Preferred Stock outstanding at December 31, 2019 and 2018. These shares were issued from the designated 300 shares of Series E Preferred Stock, no par value. Conversion of outstanding shares of Series E Preferred stock would result in dilution of 10,000,000 common shares for the years ended December 31, 2019 and 2018. Series F Convertible Preferred Stock: The Company has 153 shares of Series F Convertible Preferred Stock outstanding at December 31, 2019 and 2018. These shares were issued from the designated 300 shares of Series F Preferred Stock, no par value. Conversion of outstanding shares of Series F Preferred stock would result in dilution of 5,100,000 and 5,100,000 common shares for the years ended December 31, 2019 and 2018, respectively. Series D, E and F Preferred Stock were issued with the following rights and preferences: · · · · · A related party and member of the Company’s board of directors, Nicholas Gallagher, holds and controls all of the outstanding shares of the Series A, B and C Preferred Stock, 50 shares of the Series D Preferred Stock, 280 shares of the Series E Preferred Stock and all of the Series F Preferred Stock. Warrants: The following is a summary of warrants at December 31, 2019: Shares Exercise Price ($) Expiration Date Class L Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2018 2,857,142 0.10 Jan 23, 2019 Outstanding and exercisable at December 31, 2018 2,857,142 Expired (2,857,142) Outstanding and exercisable at December 31, 2019 - Class M Warrants: (Issued for Note Payable) Outstanding and exercisable at January 1, 2018 1,735,000 0.15 Jan 29, 2019 Outstanding and exercisable at December 31, 2018 1,735,000 Expired (1,735,000) Outstanding and exercisable at December 31, 2019 - Class N Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2018 13,863,042 0.11 Jun 6 to Jul 18, 2019 Outstanding and exercisable at December 31, 2018 13,863,042 Expired (13,863,042) Outstanding and exercisable at December 31, 2019 - Class N-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2018 2,701,386 .055 Jul 18, 2019 Outstanding and exercisable at December 31, 2018 2,701,386 Expired (2,701,386) Outstanding and exercisable at December 31, 2019 - Class O Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2018 5,000,000 .06 Mar 31, 2020 Outstanding and exercisable at December 31, 2018 5,000,000 Outstanding and exercisable at December 31, 2019 5,000,000 Class P Warrants: (Issued for Sale of GNP Distribution Interest) Outstanding and exercisable at January 1, 2018 2,250,000 .07 Jun 23, 2020 Outstanding and exercisable at December 31, 2018 2,250,000 Outstanding and exercisable at December 31, 2019 2,250,000 Class P-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2018 1,200,000 .05 Jun 23, 2020 Outstanding and exercisable at December 31, 2018 1,200,000 Outstanding and exercisable at December 31, 2019 1,200,000 Class Q Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2018 8,333,333 .03 Dec 8, 2020 Outstanding and exercisable at December 31, 2018 8,333,333 Outstanding and exercisable at December 31, 2019 8,333,333 Class Q-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2018 833,333 .03 Dec 8, 2020 Outstanding and exercisable at December 31, 2018 833,333 Outstanding and exercisable at December 31, 2019 833,333 Class S Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2018 15,000,001 .045 Apr 6 to Dec 9, 2021 Outstanding and exercisable at December 31, 2018 15,000,001 Outstanding and exercisable at December 31, 2019 15,000,001 Class S Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2018 5,100,000 .03 Dec 30, 2021 to Mar 30, 2022 Outstanding and exercisable at December 31, 2018 5,100,000 Outstanding and exercisable at December 31, 2019 5,100,000 Class T Warrants: (Issued with Senior Secured Notes Payable) Outstanding and exercisable at January 1, 2018 9,422,359 .03 Dec 22, 2022 Warrants issued 8,068,417 .03 May 17 to Dec 24, 2023 Outstanding and exercisable at December 31, 2018 17,490,776 Warrants issued 5,117,581 .03 Jan 1 to Oct, 2024 Outstanding and exercisable at December 31, 2019 22,608,357 Warrants outstanding at December 31, 2018 were 76,364,013 with a weighted average exercise price of $0.057. Warrants and weighted average exercise price at December 31, 2019 60,325,024 .038 Warrants issued in 2019 included 3,442,888 issued to holders of Notes payable and Notes payable – related parties for 2019 borrowings, and 1,399,262 warrants for finders fees for 2017 and 2018 issued in 2019. See table in Note 6 Notes Payable and Notes Payable – Related Parties. Stock Options and Stock-Based Compensation: Under the Company’s 2008 Equity Incentive Plan, as amended by shareholder vote on November 27, 2013 (the “Plan”), options to purchase shares of common stock may be granted to key employees, contract management and directors of the Company. The Plan permits the granting of nonqualified stock options, incentive stock options and shares of common stock. Upon exercise of options, shares of common stock are issued from the Company’s treasury stock or, if insufficient treasury shares are available, from authorized but unissued shares. Options are granted at a price equal to the closing price of the common stock on the date of grant. The stock options are generally exercisable immediately upon grant and for a period of 10 years. In the event of cessation of the holder’s relationship with the Company, the holder’s exercise period terminates 90 days following such cessation. The Plan authorizes the issuance of up to 9,550,672 shares of common stock, subject to adjustment for certain events, such as a stock split or other dilutive events. As of December 31, 2019, there were a total of 2,350,672 shares available for grant in the Plan, 6,125,000 shares issued or exercised in prior years, and 1,075,000 options exercisable and outstanding. A summary of stock option transactions for the years ended December 31, 2019 and 2018 are as follows: Activity for 2019 and 2018 Shares Weighted- Average Exercise Price (per share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Options outstanding and exercisable at December 31, 2017 2,900,000 $ 0.23 2.25 $0 Issued in 2018 425,000 $ 0.02 9.98 $0 Expired in 2018 (1,500,000) $ 0.20 Options outstanding and exercisable at December 31, 2018 1,825,000 $ 0.20 4.59 $0 Expired in 2019 (750,000) $ 0.405 Options outstanding and exercisable at December 31, 2019 1,075,000 $ 0.06 6.24 $0 For the years ended December 31, 2019 and 2018, the Company recognized $0 and $8,925 and in total share-based compensation for consultants. During 2018, the Company issued 1,850,000 shares of common stock to officers and employees for compensation expense of $64,565. As of December 31, 2019, the intrinsic value of options outstanding and exercisable was $nil. Accounts Payable Satisfied with Common Stock During the year ended December 31, 2018, the Company issued 1,000,000 shares of common stock with a fair value of $32,000 at $0.032 per share and 2,615,989 shares of common stock with a fair value of $91,298 at $0.0349 per share, based on then-current market, to satisfy $141,298 of accounts payable and accrued liabilities, resulting in a gain of $18,000. |
9. Asset Retirement Obligation
9. Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
9. Asset Retirement Obligation | 9. ASSET RETIREMENT OBLIGATION Remediation, reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation costs for inactive properties. The Company uses assumptions about future costs, capital costs and reclamation costs. Such assumptions are based on the Company’s current mining plan and the best available information for making such estimates. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions. Changes to the Company’s asset retirement obligation on its Chandalar property are as follows: December 31, 2019 December 31, 2018 Asset Retirement Obligation – beginning balance $ 347,778 $ 334,402 Reduction of Asset retirement obligation (205,738) - Accretion 13,911 13,376 Asset Retirement Obligation – ending balance $ 155,951 $ 347,778 During 2019, the Company reduced its estimate of Asset retirement asset and Asset retirement obligation by $205,738. Acres of disturbed property, which were included in the calculation of the previous Asset retirement obligation, were reduced due to consumption of the disturbed acreage by the mining activities of the JV, which expanded the mine pit and consumed acres previously identified. This reduction, based on estimates of remaining mine material by a third-party mining engineering firm retained by the Company to prepare a mine plan, brought the mine life to 10 years once mining resumes. Therefore, the required reclamation to be performed by the Company was reduced by any reclamation of the identified acres that became part and parcel to the asset reclamation obligation of the JV. The mining activities of the JV have disturbed additional acreage for which an associated asset retirement obligation has arisen and is required to be accounted for by the JV. The asset and obligation of this asset retirement, as they will be affected by the dissolution of the JV, are not determinable until the arbitration panel makes its award. Due to the uncertainly of the outcome of arbitration, it is not possible at this time to reasonably estimate or quantify this asset and obligation or any change that may be required to amounts already recorded for the Company’s prior mining activities (see Note 4 – Joint Venture; Arbitration). |
10. Remediation
10. Remediation | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
10. Remediation | 10. REMEDIATION The Company is responsible to remediate areas disturbed by mining activities, with the exception of certain access roads, airstrips or other amenities that are permanent in nature and improve the general access and maintainability of state lands covered by the CompanyÂ’s mining claims. The Company has accrued $100,000 and $100,000, respectively, for remedies required at a former ownerÂ’s mine site in addition to the asset retirement obligation as of December 31, 2019 and 2018. |
11. Income Taxes
11. Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
11. Income Taxes | 11. INCOME TAXES The Company did not recognize a tax provision for the years ended December 31, 2019 and 2018. Following are the components of deferred tax assets and allowances at December 31, 2019 and 2018: 2019 2018 Deferred tax assets arising from: Capitalized exploration and development costs $ 48,000 $ 45,000 Unrecovered promotional and exploratory costs 112,000 112,000 Accrued remediation costs 66,000 62,000 Share based compensation 278,000 278,000 Net operating loss carryforwards 12,547,000 12,101,000 Total deferred tax assets 13,051,000 12,598,000 Less valuation allowance (13,051,000) (12,598,000) Net deferred tax assets $ - $ - Management has determined that it is more likely than not that the Company will not realize the benefit of its deferred tax assets. Therefore, a valuation allowance equal to 100% of deferred tax asset has been recognized. The deferred tax assets were calculated based on an effective tax rate of 30% for 2019 and 2018. During the year ended December 31, 2016, the Company filed amended tax returns to correct allocations of Joint Venture losses reported to the Company for the years ending 2012 through 2015, resulting in an increase in losses reported on its federal and state tax returns of $7.5 million and $6.8 million, respectively. For each year since 2015, the Company filed its federal and state tax returns with corrected allocations of losses from the Joint Venture. The Company’s and the Joint Venture’s federal returns for the 2015, 2016 and 2017 tax years are under audit by the Internal Revenue Service (“IRS”) to determine correct allocation of losses for the Joint Venture and its partners. In August 2020, the IRS issued an unfavorable ruling as it affects the Company in regard to the audit of the joint venture which, when the individual partners’ effects are communicated to the Company by the IRS, is probable to decrease the Company’s net federal and state net operating loss carryforwards (“NOL”) by totals of $2.0 million and $1.8 million, respectively for the years under audit. The change would not result in any current tax liability or refund unless and until the Company could utilize its net operating loss carryforwards. The 2018 tax return would require amendment with a reduction to taxable net operating loss of approximately $41,000. At December 31, 2019, the Company had federal and state tax-basis net operating loss carryforwards, prior to giving effect to the probable changes resulting from the audit of the joint venture as described above, totaling $42.8 million and $39.5 million, respectively, compared with federal and state tax-basis net operating loss carryforwards totaling $40.3 million and $39.3 million for the period ended December 31, 2018. Of these net operating losses, $36.6 million will expire in various amounts from 2020 through 2037. Combined federal net operating losses of $6.2 million for the years 2019 and 2018 do not expire. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company does not expect that the NOL carryback provision of the CARES Act would result in a material cash benefit. The CARES Act increases the amount of business interest expense that may be deducted for tax years beginning in 2019 and 2020 by computing the section 163(j) limitation. The CARES Act generally limits a taxpayer’s business interest deductions for a taxable year to the sum of: (1) 30% of the taxpayer’s adjusted taxable income for that year, (2) its business interest income and (3) floor plan financing interest. Any interest expense not deductible under 163(j) for any affected year may be carried forward without limitation. The Company does not expect that the change in the section 163(j) provision of the CARES Act would result in a material cash effect. The differences between the provision (benefit) for federal income taxes and federal income taxes computed using the U.S. statutory tax rate of 21% were as follows: 2019 2018 Federal income tax expense (benefit) based on statutory rate $ (547,000) 21.0% $ (798,000) 21.0% State income tax expense (benefit), net of federal taxes (227,000) 8.7% (328,000) 8.6% Non-deductible share-based compensation - -% 21,000 (0.5)% Revision of NOL estimates, state apportionment factors and state effective tax rates 321,000 (12.2)% 492,000 (13.0)% Increase (decrease) in valuation allowance 453,000 (17.5)% 613,000 (16.1)% Total taxes on income (loss) $ - -% $ - -% The Company has assessed its tax positions other than the NOL issue above and has determined that it has taken an uncertain tax position that is probable to affect its federal and state net operating loss carryforwards in amounts by $2.0 million and $1.8 million, respectively, as described above, but does not give rise to an unrecognized tax liability being reported. In the event that the Company is assessed penalties and/or interest, penalties will be charged to other operating expense and interest will be charged to interest expense. The Company files federal income tax returns in the United States only. Tax attributes, mainly net operating losses after 2014, can and probably will be adjusted as a result of an audit, as described above. The Company’s 2015, 2016 and 2017 tax filings are currently under examination. The Company is no longer subject to federal income tax examination by tax authorities for years before 2015. |
12. Commitments and Contingenci
12. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
12. Commitments and Contingencies | 12. COMMITMENTS AND CONTINGENCIES We are subject to Alaska state annual claims rental fees in order to maintain our non-patented claims. In addition to the annual claims rental fees of approximately $125,945 due November 30 of each year, we are also required to meet annual labor requirements of approximately $61,100 due November 30 of each year. The Company is able to carry forward costs for annual labor that exceed the required yearly totals for four years. The Company has significant carryovers to 2020 to satisfy its annual labor requirements. This carryover expires in the years 2020 through 2024 if unneeded to satisfy requirements in those years Arbitration In 2017, the Company, its subsidiary and the joint venture, as claimants, filed an arbitration statement of claim before a three-member Arbitration Panel (“the Panel”), against our JV partner and its affiliates; NyacAU, LLC (“NyacAU”), BEAR Leasing, LLC, and Dr. J. Michael James, as respondents. In 2018, the respondents filed a counter-claim against the Company, its subsidiaries and certain members of the Company’s current and former management, the counterclaim respondents. The arbitration claim alleged, amongst other things, claims concerning related-party transactions, accounting issues including capital vs. operating leases, interpretation of the joint venture operating agreement, allocation of tax losses between the joint venture partners, and unpaid amounts due Goldrich relating to the Chandalar Mine. It is possible that there could be either adverse or favorable developments in the arbitration pending with the Company and its JV partner. The Company records provisions in the consolidated financial statements for pending arbitration results when it determines that an outcome is probable, and the amount of loss can be reasonably estimated. At the present time, except as stated otherwise, while it is reasonably possible that a favorable or unfavorable outcome in the arbitration may occur, after assessing the information available, management is unable to estimate the possible loss, or range of losses, for the pending arbitration; and accordingly, no estimated losses have been accrued in the consolidated financial statements for favorable or unfavorable outcomes. Legal defense costs are expensed as incurred. Favorable rulings would not result in the recognition of gains prior to offsetting against losses, due to the ruling being an estimate which must be constructively received prior to recognition. During the year ended December 31, 2019, the Panel released various awards relating to the allegations of both parties. Some of which have been in favor of the Company’s positions some have been in favor of our JV partner and its affiliates. The arbitration is ongoing and the various parties to the claims and counterclaims continue to disagree on several matters. On May 25, 2019, the Panel issued an Interim Award, which requested input from the parties on a small number of discrete issues, all input to be supported by references to the arbitration record. On November 30, 2019, the Panel ordered the Partial Final Award and concurrently the Second Interim Award RE Dissolution/Liquidation of GNP and Related Issues (“the Second Interim Award”). The Partial Final Award The Partial Final Award addressed several matters including leases and the impact of their characterization on interim distributions. As a result, the Panel determined that the Company is entitled to an additional $214,797 in distributions for 2016 and an additional $198,644 for 2017, for a total of $413,442 from GNP. In like manner, the Panel determined that NyacAU is entitled to an additional $413,442 in distributions for these years. As the Company is uncertain as to the collectability of these distributions, no recognition of these revenues is included in its Statement of Operations for the year ended December 31, 2019. The Partial Final Award also addressed the Company’s claim for payment of interest earned by LOC 1. The Panel determined that NyacAU should pay the Company 50% of the interest earned on LOC 1 actually received by NyacAU, or $126,666. The Company has not accrued a receivable or recognized interest income for the interest due to uncertainties surrounding its collectability. The Panel ruled Goldrich was responsible to pay NyacAU for the 2012 reclamation work and NyacAU is also entitled to 5% interest on the award from the date the first invoice was sent to Goldrich in 2014. Goldrich has accrued a liability for this ruling on its consolidated balance sheet of $421,366 included in accounts payable and interest payable, however Goldrich has contested the party to whom payment should be made and whether additional amounts not invoiced by GNP should be included in the award. The Partial Final Award found the Company liable for an act of negligent misrepresentation regarding the concealment of certain technical information from NyacAU. The Company has vigorously disputed the concealment and the finding of negligence. Nevertheless, as a result of the Panel’s determination, the Panel awarded Dr. J. Michael James a reimbursement of 17% of his previous $350,000 stock investment in the Company or $59,500 plus prejudgment interest of 5% and legal fees, for a total of $83,388. In addition, the Panel awarded Dr. James $9,858, plus interest at 5% and legal fees, for personal expenses incurred relating to GNP’s operations, for a total of $13,713. These amounts plus additional interest have been included in accounts payable and interest payable on the consolidated balance sheet at December 31, 2019. The Second Interim Award The Second Interim Award was necessitated by the fact that the dissolution/liquidation of the joint venture had not yet run its course. In the Second Interim Award the Panel ordered that: a)No later than January 15, 2020, NyacAU and Goldrich shall attempt to establish, by agreement, a market value for the GNP permit in connection with a transfer of the Permit to Goldrich or a third party, taking into consideration the obligation of GNP, or any transferee of the permit, to complete reclamation in accordance with NyacAU’s government-approved reclamation plan. b)Reasonably prior to May 31, 2020, NyacAU shall perform its obligation to “make provision … for reclamation by (1) adding all reclamation expenses actually incurred by NyacAU to LOC 1; (2) from GNP’s assets, to the extent possible after payment of GNP’s debts and liabilities and liquidation expenses”. Neither order from the Second Interim Award was successfully executed by the parties on the dates specified by the Panel. The Second Interim Award confirmed the dissolution of GNP and noted that “no provision of the Claims Lease or the Operating Agreement speaks directly to the rights or obligations of GNP to transfer its mining permit, which is held in the name of the manager, NyacAU. Although GNP no longer has the right to mine, GNP and specifically NyacAU have the liability of reclamation. Balance and payment of LOC1 The arbitration panel calculated a tentative balance of LOC1 at $16,483,271 as of June 2019. This balance will be adjusted for any additional costs incurred by GNP in the liquidation or awards and/or adjustments made by the arbitration panel. Upon liquidation of GNP, 50% of the LOC1 liability may be recorded on Goldrich’s balance sheet. The arbitration panel ruled in the Final Post Award (see Subsequent Events below) that LOC1 cannot be increased for costs incurred after mining operations have ceased, including costs for reclamation. This deprives NyacAU of a security interest in 50% of future placer gold production at the site to repay reclamation expenses which it advances. Further, the panel ruled that the Operating Agreement does not impose an obligation on the Company to pay 50% of the reclamation fee, but that the reclamation obligation resides with the permit holder. Right to Offset Damages or Distributions The arbitration panel granted the request that any damages awarded to one party can be an offset to distributions (or damages) due to the other party. |
13. Subsequent Events
13. Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
13. Subsequent Events | 13. SUBSEQUENT EVENTS Subsequent to the year ended December 31, 2019, the Company received additional notes payable from a related party of $295,000, net of discount and additional notes payable of $40,000 net of discount. In April of 2020, the Company applied for and received a loan under the Payroll Protection Program under the provisions of the CARES Act of $50,600. This loan may be converted to a grant and forgiven when the Company uses the funds for qualifying expenses and applies for forgiveness under the program. During August through October of 2020, the Company received $439,000 cash as a result of exercise of Class Q, Class S, and Class T warrants at an exercise price of $0.03 per common share. Ownership of these warrants had been in the hands of a related party and were sold by him personally to unrelated parties. The unrelated parties then exercised the warrants for cash, resulting in the issuance of 14,633,330 common shares. During September of 2020, the holders of the Notes payable and Notes payable – related party, received shares in lieu of cash for interest. A total of 13,719,248 common shares with a basis of $0.015 per share, were issued to the lenders, reducing interest payable by $205,789, of which $168,976 was to a related party. Effective September 16, 2020, the Company entered into a contract with Yabucoa Partners Corp, dba Street Smart, to provide market research and analysis services to the Company. The Company will pay a flat fee of $150,000 payable $75,000 upon signing and $75,000 in 3 months. In addition, the Company will pay a monthly fee of $1,500, paid 6 (six) months in advance. Arbitration rulings subsequent to December 31, 2019 Final Post Award Orders On September 4, 2020, the arbitration panel issued Final Post Award Orders, wherein the panel issued rulings on multiple issues, including but not limited to, those discussed below: · Reclamation The Company had previously filed a motion to compel NyacAU to correct accruals for certain expenses including reclamation, demobilization, equipment rental and utilities. Most notably, the Company contended that an accrual for reclamation liability was short of a much larger estimate prepared by independent professionals as engaged by Goldrich. The panel denied the Company’s motion and ruled that Goldrich does not have the authority to compel the establishment of any reserves on the GNP financial records. The Company had previously filed a motion to compel NyacAU to reclaim the disturbed acres as required under the Operating Agreement and the mining permit issued to NyacAU in 2013, and to require NyacAU to fund the reclamation reserve from cash that had been distributed to NyacAU. The panel denied the Company’s motion and ruled that while there was express provision in the Operating Agreement to establish reserves necessary for contingent or unforeseen liabilities or obligations, which could conceivably include reclamation reserves, the agreement does not impose an express obligation to reclaim the project site. · Mining Claims All of the Company’s mining claims remain the property of the Company; however, NyacAU staked several claims contiguous to the claims owned by the Company. The Company had previously filed a motion to compel the transfer NyacAU’s claims from NyacAU to the Company. The motion was granted in part in that the claims held in NyacAU’s name were ruled to be owned by the Company, but would not be transferred immediately. They would remain in the possession of NyacAU as manager of the liquidation until the property covered by the claims was not being used for liquidation activities and could be transferred without disruption to the liquidation activity. Judgements issued by Superior Court On April 29, 2020, the Superior Court of the State of Alaska issued a judgement in favor of Dr. James, in the total amount of $13,713 (for the 2012 reclamation costs personally incurred, including interest) and $83,588 (for the adjustment to Dr. James’ stock purchase, including interest). The Court ordered both Goldrich and NyacAU to submit a status report to the Court in September 2020 regarding the Panel’s clarification of the amounts payable for the 2012 reclamation, including interest, it determined to be payable to NyacAU at that time. The status report has been filed by both parties, and these judgements remain unpaid and in force before the Superior Court. The amounts related to these judgements were accrued for at December 31, 2019. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies: Consolidation of and Accounting for Subsidiaries (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Consolidation of and Accounting for Subsidiaries | Consolidation of and Accounting for Subsidiaries The consolidated financial statements include the accounts of the Company and the accounts of its 100% owned subsidiary Goldrich Placer, LLC. This subsidiary is included in the accompanying financial statements by consolidation of the Statements of Operations and the Balance Sheets as of and for the years ended December 31, 2019 and December 31, 2018, with all intercompany balances and investment accounts eliminated. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Accounting For Investments in Joint Ventures | Accounting for Investments in Joint Ventures ASC 321 Investments – Equity Securities provides guidance for equity interests that meet the definition of an equity security, as well as other equity interests (such as investments in partnerships, unincorporated joint ventures, and limited liability companies) that are required to be accounted for like equity securities under ASC 321. The term “equity interest” refers to all equity instruments within the scope of ASC 321. Under ASC 321, all equity investments are to be accounted for at fair value. However, there is a measurement alternative for those investments without readily determinable fair values. As required by ASC 321-10-35-2, the appropriate method for investments without a readily determinable fair value is “cost less impairment”. The Company has an equity interest in Goldrich NyacAU Placer LLC, a 50%-owned joint venture in which the Company does not have joint control or significant influence. See Note 4 Joint Venture. Additionally, the ownership interests of the joint venture are not traded on any established market, and the fair value of the joint venture cannot be readily determined or estimated. Therefore, the Company measures its investment in the joint venture at cost less impairment, adjusted for any distributions received during the period. The carrying amount of this investment was $nil as of December 31, 2019 and 2018, respectively. The Company performs a quantitative and qualitative assessment at each reporting date to determine whether the investment is impaired and an impairment loss equal to the difference between the carrying value and fair value is recorded within Other (income) expense on the Company's Consolidated Statement of Operations if an impairment has been determined. Because the carrying value of the joint venture is $nil, there were no impairment losses recorded during the years ended December 31, 2019 and 2018. |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies: Earnings (loss) Per Share (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Earnings (loss) Per Share | Earnings (Loss) Per Share Net income (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. For the years ended December 31, 2019 and 2018, the effect of the CompanyÂ’s outstanding convertible preferred shares, options and warrants, totaling 93,590,499 and 110,379,490 for the two years, respectively, has not been included in the CompanyÂ’s net income (loss) per share as their inclusion would have been anti-dilutive. |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Management does not expect the ASU to have a material effect on the CompanyÂ’s 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) | 12 Months Ended |
Dec. 31, 2019 | |
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 Acc_7
2. Summary of Significant Accounting Policies: Reclassifications (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the 2019 financial statement presentation. Reclassifications had no effect on net loss, stockholders' equity, or cash flows as previously reported. |
2. Summary of Significant Acc_8
2. Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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, joint venture distributions, accrued remediation costs, asset retirement obligations, stock-based compensation, deferred tax assets and related valuation allowances and uncertainties regarding the outcome of arbitration proceedings. Actual results could differ from those estimates. |
2. Summary of Significant Acc_9
2. Summary of Significant Accounting Policies: Plant, Equipment, and Accumulated Depreciation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 CompanyÂ’s common stock issued. The CompanyÂ’s property and equipment are located on the CompanyÂ’s unpatented state mining claims located in the Chandalar mining district of Alaska. All property and equipment purchased prior to 2009 are fully depreciated. The CompanyÂ’s 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 assetÂ’s value or significantly extend its useful life are capitalized and depreciated over the assetÂ’s 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 Ac_10
2. Summary of Significant Accounting Policies: Mining Properties, Claims and Royalty Option (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 Ac_11
2. Summary of Significant Accounting Policies: Exploration Costs (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Exploration Costs | Exploration Costs Exploration costs are expensed in the period in which they occur. |
2. Summary of Significant Ac_12
2. Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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. Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. |
2. Summary of Significant Ac_13
2. Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 less impairment method. In accordance with ASU No. 2014-09, the Company has determined that its revenue does not arise from contracts with customers, does not involve satisfaction of any performance obligations on the part of the Company, or require Company assets to be recognized or applied to determine costs to obtain or fulfill any contract generating revenue. |
2. Summary of Significant Ac_14
2. Summary of Significant Accounting Policies: Stock-based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Stock-based Compensation | Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the CompanyÂ’s 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_15
2. Summary of Significant Accounting Policies: Remediation and Asset Retirement Obligation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Remediation and Asset Retirement Obligation | Remediation and Asset Retirement Obligation The CompanyÂ’s 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 managementÂ’s 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 Measurement, Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Fair Value Measurement, Policy | 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 December 31, 2019 Balance December 31, 2018 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 7) $ 406,319 $ 342,157 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at December 31, 2019 and 2018. The inputs to the valuation of Level 2 liabilities are described in Note 7 Notes Payable in Gold |
2. Summary of Significant Ac_17
2. Summary of Significant Accounting Policies: Fair Value Measurement, Policy: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Balance December 31, 2019 Balance December 31, 2018 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 7) $ 406,319 $ 342,157 2 |
3. Property, Equipment and Mi_2
3. Property, Equipment and Mining Claims: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Property, Plant and Equipment | 2019 2018 Exploration and mining equipment $ 1,627,351 $ 1,627,351 Vehicles and rolling stock 390,140 390,140 Office and other equipment 65,549 65,549 Total 2,083,040 2,083,040 Accumulated depreciation (2,082,324) (2,081,015) Equipment, net of depreciation $ 716 $ 2,025 |
3. Property, Equipment and Mi_3
3. Property, Equipment and Mining Claims: Schedule of Mining Properties and Claims (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Mining Properties and Claims | 2019 2018 Chandalar property and claims $ 264,000 $ 264,000 2003 purchased claims 35,000 35,000 Unpatented state claims staked 40,400 40,400 Asset retirement costs (1) 242,766 Jumbo Basin royalty option ( Note 4 (2) 286,350 Total $ 626,428 $ 868,516 |
5. Related Party Transactions_
5. Related Party Transactions: Schedule of Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Related Party Transactions | Year ended 12/31/19 Year ended 12/31/18 CEO Beginning Balance $ 295,000 $ 192,500 Deferred During Period 180,000 180,000 Cash Paid During Period (48,500) (77,500) Ending Balance 426,500 295,000 CFO Beginning Balance 64,909 35,202 Deferred During Period 42,703 64,222 Cash Paid During Period (28,968) (34,515) Ending Balance 78,644 64,909 Board fees payable 95,003 97,818 Total Related party payables $ 600,147 $ 457,727 |
6. Notes Payable & Notes Paya_2
6. Notes Payable & Notes Payable - Related Party: Schedule of Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Debt | Tranche Date Net amount after 5% Discount Note Face Value Warrants issued to holders Finders fees in Warrants Finders fees in Cash Notes Payable Dec. 22, 2017 $ 705,000 $ 742,105 3,896,047 311,684 $ - Dec. 24, 2018 200,000 210,526 1,105,262 88,421 6,000 March 31, 2019 14,000 14,737 77,368 6,189 420 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 Dec. 24, 2018 1,260,000 1,326,316 6,963,155 557,052 37,800 March 31, 2019 71,000 74,737 392,368 31,390 2,130 June 30, 2019 135,000 142,105 746,051 59,684 4,050 Sept. 30, 2019 303,000 318,947 1,674,471 133,958 9,090 Oct. 31, 2019 50,000 52,632 276,315 22,105 1,500 Dec. 18, 2019 265,000 278,947 - - 7,950 Total Notes Payable -Related Party 3,084,000 3,246,316 15,578,672 1,246,294 92,520 Total $ 4,053,000 $ 4,266,316 20,933,664 1,674,693 $ 100,440 |
6. Notes Payable & Notes Paya_3
6. Notes Payable & Notes Payable - Related Party: Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring | December 31, 2019 December 31, 2018 Market price of common stock on date of issuance $0.007 - $0.0275 $0.02 - $0.035 Risk-free interest rate 1.34% - 2.51% 2.26% - 3.07% Expected dividend yield 0 0 Expected term (in years) 5 5 Expected volatility 154.7% - 172.1% 155.5% - 162.4% |
8. Stockholders' Equity_ Schedu
8. Stockholders' Equity: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Shares Exercise Price ($) Expiration Date Class L Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2018 2,857,142 0.10 Jan 23, 2019 Outstanding and exercisable at December 31, 2018 2,857,142 Expired (2,857,142) Outstanding and exercisable at December 31, 2019 - Class M Warrants: (Issued for Note Payable) Outstanding and exercisable at January 1, 2018 1,735,000 0.15 Jan 29, 2019 Outstanding and exercisable at December 31, 2018 1,735,000 Expired (1,735,000) Outstanding and exercisable at December 31, 2019 - Class N Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2018 13,863,042 0.11 Jun 6 to Jul 18, 2019 Outstanding and exercisable at December 31, 2018 13,863,042 Expired (13,863,042) Outstanding and exercisable at December 31, 2019 - Class N-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2018 2,701,386 .055 Jul 18, 2019 Outstanding and exercisable at December 31, 2018 2,701,386 Expired (2,701,386) Outstanding and exercisable at December 31, 2019 - Class O Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2018 5,000,000 .06 Mar 31, 2020 Outstanding and exercisable at December 31, 2018 5,000,000 Outstanding and exercisable at December 31, 2019 5,000,000 Class P Warrants: (Issued for Sale of GNP Distribution Interest) Outstanding and exercisable at January 1, 2018 2,250,000 .07 Jun 23, 2020 Outstanding and exercisable at December 31, 2018 2,250,000 Outstanding and exercisable at December 31, 2019 2,250,000 Class P-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2018 1,200,000 .05 Jun 23, 2020 Outstanding and exercisable at December 31, 2018 1,200,000 Outstanding and exercisable at December 31, 2019 1,200,000 Class Q Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2018 8,333,333 .03 Dec 8, 2020 Outstanding and exercisable at December 31, 2018 8,333,333 Outstanding and exercisable at December 31, 2019 8,333,333 Class Q-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2018 833,333 .03 Dec 8, 2020 Outstanding and exercisable at December 31, 2018 833,333 Outstanding and exercisable at December 31, 2019 833,333 Class S Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2018 15,000,001 .045 Apr 6 to Dec 9, 2021 Outstanding and exercisable at December 31, 2018 15,000,001 Outstanding and exercisable at December 31, 2019 15,000,001 Class S Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2018 5,100,000 .03 Dec 30, 2021 to Mar 30, 2022 Outstanding and exercisable at December 31, 2018 5,100,000 Outstanding and exercisable at December 31, 2019 5,100,000 Class T Warrants: (Issued with Senior Secured Notes Payable) Outstanding and exercisable at January 1, 2018 9,422,359 .03 Dec 22, 2022 Warrants issued 8,068,417 .03 May 17 to Dec 24, 2023 Outstanding and exercisable at December 31, 2018 17,490,776 Warrants issued 5,117,581 .03 Jan 1 to Oct, 2024 Outstanding and exercisable at December 31, 2019 22,608,357 Warrants outstanding at December 31, 2018 were 76,364,013 with a weighted average exercise price of $0.057. Warrants and weighted average exercise price at December 31, 2019 60,325,024 .038 |
8. Stockholders' Equity_ Share-
8. Stockholders' Equity: Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable | Activity for 2019 and 2018 Shares Weighted- Average Exercise Price (per share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Options outstanding and exercisable at December 31, 2017 2,900,000 $ 0.23 2.25 $0 Issued in 2018 425,000 $ 0.02 9.98 $0 Expired in 2018 (1,500,000) $ 0.20 Options outstanding and exercisable at December 31, 2018 1,825,000 $ 0.20 4.59 $0 Expired in 2019 (750,000) $ 0.405 Options outstanding and exercisable at December 31, 2019 1,075,000 $ 0.06 6.24 $0 |
9. Asset Retirement Obligation_
9. Asset Retirement Obligation: Schedule of Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Asset Retirement Obligations | December 31, 2019 December 31, 2018 Asset Retirement Obligation – beginning balance $ 347,778 $ 334,402 Reduction of Asset retirement obligation (205,738) - Accretion 13,911 13,376 Asset Retirement Obligation – ending balance $ 155,951 $ 347,778 |
11. Income Taxes_ Schedule of C
11. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | 2019 2018 Deferred tax assets arising from: Capitalized exploration and development costs $ 48,000 $ 45,000 Unrecovered promotional and exploratory costs 112,000 112,000 Accrued remediation costs 66,000 62,000 Share based compensation 278,000 278,000 Net operating loss carryforwards 12,547,000 12,101,000 Total deferred tax assets 13,051,000 12,598,000 Less valuation allowance (13,051,000) (12,598,000) Net deferred tax assets $ - $ - |
11. Income Taxes_ Schedule of E
11. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2019 2018 Federal income tax expense (benefit) based on statutory rate $ (547,000) 21.0% $ (798,000) 21.0% State income tax expense (benefit), net of federal taxes (227,000) 8.7% (328,000) 8.6% Non-deductible share-based compensation - -% 21,000 (0.5)% Revision of NOL estimates, state apportionment factors and state effective tax rates 321,000 (12.2)% 492,000 (13.0)% Increase (decrease) in valuation allowance 453,000 (17.5)% 613,000 (16.1)% Total taxes on income (loss) $ - -% $ - -% |
1. Organization and Descripti_2
1. Organization and Description of Business (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Details | |
Entity Incorporation, Date of Incorporation | Mar. 26, 1959 |
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. |
Going Concern, continued | The Company currently has no historical recurring source of revenue and an accumulated deficit of $35,493,775 at December 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company may profitably execute a production business plan, and thereby, its ability to continue as a going concern may improve and become less dependent on the Company’s ability to raise capital to fund its future exploration and working capital requirements. The Company’s plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Company’s future operations through sales of its common stock and/or debt. |
2. Summary of Significant Ac_18
2. Summary of Significant Accounting Policies: Earnings (loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 93,590,499 | 110,379,490 |
2. Summary of Significant Ac_19
2. Summary of Significant Accounting Policies: Fair Value Measurement, Policy: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Notes payable in gold | $ 406,319 | $ 342,157 |
3. Property, Equipment and Mi_4
3. Property, Equipment and Mining Claims: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Exploration and mining equipment | $ 1,627,351 | $ 1,627,351 |
Vehicles and rolling stock | 390,140 | 390,140 |
Office and other equipment | 65,549 | 65,549 |
Property, Plant and Equipment, Gross | 2,083,040 | 2,083,040 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Excluding Capital Leased Assets | (2,081,015) | |
Property, Plant, and Equipment, Owned, Net | $ 716 | $ 2,025 |
3. Property, Equipment and Mi_5
3. Property, Equipment and Mining Claims (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Assets depreciated at three to five years | $ 1,319,341 | $ 1,319,341 |
Assets depreciated at seven to ten years | 763,699 | 763,699 |
Depreciation | $ 1,309 | $ 4,844 |
3. Property, Equipment and Mi_6
3. Property, Equipment and Mining Claims: Schedule of Mining Properties and Claims (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Property and claims | $ 264,000 | $ 264,000 |
Purchased claims | 35,000 | 35,000 |
Unpatented state claims staked | 40,400 | 40,400 |
Asset retirement costs | (137,028) | 242,766 |
Jumbo Basin royalty option | (2,250,000) | 286,350 |
Property, Plant and Equipment, Other, Gross | $ 626,428 | $ 868,516 |
4. Joint Venture (Details)
4. Joint Venture (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Cost-method Investments, Description | On April 3, 2012, Goldrich Placer, LLC (“GP”), a subsidiary of Goldrich, entered into a term sheet for a joint venture with NyacAU, LLC (“NyacAU”), an Alaskan private company, to bring Goldrich’s Chandalar placer gold properties into production as defined in the joint venture agreement (the “Operating Agreement”) which was subsequently signed with an effective date of April 2, 2012. | |
Gain (Loss) Related to Litigation Settlement | $ 202,431 | $ 1,835,382 |
5. Related Party Transactions_2
5. Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related party payables | $ 600,147 | $ 457,727 |
Chief Executive Officer | ||
Officers Compensation beginning balance | 295,000 | 192,500 |
Officer compensation, deferred during period | 180,000 | 180,000 |
Officers Compensation, cash paid during period | (48,500) | (77,500) |
Officers compensation, ending balance | 426,500 | 295,000 |
Chief Financial Officer | ||
Officers Compensation beginning balance | 64,909 | 35,202 |
Officer compensation, deferred during period | 42,703 | 64,222 |
Officers Compensation, cash paid during period | (28,968) | (34,515) |
Officers compensation, ending balance | 78,644 | 64,909 |
Board Fees | ||
Officer compensation, deferred during period | $ 95,003 | $ 97,818 |
5. Related Party Transactions (
5. Related Party Transactions (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Details | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | shares | 1,850,000 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ | $ 64,565 |
6. Notes Payable & Notes Paya_4
6. Notes Payable & Notes Payable - Related Party (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Notes payable, net of discount | $ 1,020,000 | $ 952,634 |
Notes payable, net of discount - related party | 3,246,316 | 2,378,947 |
Fair value of warrants estimated on issue dates | $ 44,203 | $ 165,857 |
6. Notes Payable & Notes Paya_5
6. Notes Payable & Notes Payable - Related Party: Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Stock price on date of grant, minimum | $ 0.007 | $ 0.02 |
Stock price on date of grant, maximum | $ 0.0275 | $ 0.035 |
Risk free interest rate, minimum | 1.34% | 2.26% |
Risk free interest rate, maximum | 2.51% | 3.07% |
Expected term simplified | 5 | 5 |
Expected volatility rate, minimum | 154.70% | 155.50% |
Expected volatility rate, maximum | 172.10% | 162.40% |
7. Notes Payable in Gold (Detai
7. Notes Payable in Gold (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 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 | ||
Notes payable in gold | $ 406,319 | $ 342,157 | |
Notes payable in gold, interest recognized | $ 35,025 | $ 34,182 |
8. Stockholders' Equity (Detail
8. Stockholders' Equity (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 |
Preferred Stock, Shares Authorized | 8,998,700 | 8,998,700 | 8,998,700 | 8,998,700 |
Share-based compensation - options | $ 0 | $ 8,925 | ||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 1,850,000 | |||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 64,565 | |||
Stock Issued During Period, Shares, New Issues | 1,000,000 | |||
Stock Issued During Period, Value, New Issues | $ 32,000 | |||
Stock Issued During Period, Shares, Other | 2,615,989 | |||
Stock Issued During Period, Value, Other | $ 91,298 | |||
Series A | ||||
Preferred Stock, Shares Outstanding | 150,000 | 150,000 | 150,000 | 150,000 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Guarantor Obligations, Liquidation Proceeds, Monetary Amount | $ 300,000 | $ 300,000 | ||
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | $ 900,000 | $ 900,000 | ||
Series B | ||||
Preferred Stock, Shares Outstanding | 200 | 200 | 200 | 200 |
Preferred Stock, Shares Authorized | 300 | 300 | 300 | 300 |
Guarantor Obligations, Liquidation Proceeds, Monetary Amount | $ 200,000 | $ 200,000 | ||
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | $ 2,857,142 | $ 2,857,142 | ||
Series C | ||||
Preferred Stock, Shares Outstanding | 250 | 250 | 250 | 250 |
Preferred Stock, Shares Authorized | 250 | 250 | 250 | 250 |
Guarantor Obligations, Liquidation Proceeds, Monetary Amount | $ 250,000 | |||
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | $ 8,333,333 | $ 8,333,333 | ||
Series D | ||||
Preferred Stock, Shares Outstanding | 150 | 150 | 150 | 150 |
Preferred Stock, Shares Authorized | 150 | 150 | 150 | 150 |
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | $ 5,000,000 | $ 5,000,000 | ||
Series E | ||||
Preferred Stock, Shares Outstanding | 300 | 300 | 300 | 300 |
Preferred Stock, Shares Authorized | 300 | 300 | 300 | 300 |
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | $ 10,000,000 | $ 10,000,000 | ||
Series F | ||||
Preferred Stock, Shares Outstanding | 153 | 153 | 153 | 153 |
Preferred Stock, Shares Authorized | 300 | 300 | 300 | 300 |
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | $ 5,100,000 | $ 5,100,000 |
8. Stockholders' Equity_ Sche_2
8. Stockholders' Equity: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Warrants Outstanding | $ 60,325,024 | $ 76,364,013 |
8. Stockholders' Equity_ Shar_2
8. Stockholders' Equity: Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable (Details) | 12 Months Ended | ||
Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | |
Details | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 1,075,000 | 1,825,000 | 2,900,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.06 | $ 0.20 | $ 0.23 |
Weighted Averate Remaining Term | 6.24 | 4.59 | 2.25 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | shares | 425,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0.02 | ||
Weighted Averate Remaining Term Issued | 9.98 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares | (750,000) | (1,500,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 0.405 | $ 0.20 |
9. Asset Retirement Obligatio_2
9. Asset Retirement Obligation: Schedule of Asset Retirement Obligations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Asset Retirement Obligation - beginning balance | $ 347,778 | $ 334,402 |
Reduction of Asset retirement obligation | (205,738) | 0 |
Accretion Expense | 13,911 | 13,376 |
Costs Incurred, Asset Retirement Obligation Incurred | $ 155,951 | $ 347,778 |
10. Remediation (Details)
10. Remediation (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Environmental Exit Costs, Assets Previously Disposed, Liability for Remediation | $ 100,000 | $ 100,000 |
11. Income Taxes_ Schedule of_2
11. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Deferred Tax Assets, Capital Loss Carryforwards | $ 48,000 | $ 45,000 |
Deferred Tax Assets, Other Loss Carryforwards | 112,000 | 112,000 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | 66,000 | 62,000 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount | 278,000 | 278,000 |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | 12,547,000 | 12,101,000 |
Deferred Tax Assets, Gross | 13,051,000 | 12,598,000 |
Deferred Tax Assets, Valuation Allowance | (13,051,000) | (12,598,000) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
11. Income Taxes_ Schedule of_3
11. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (547,000) | $ (798,000) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 0.00% | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | (227,000) | $ (328,000) |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 8.60% | |
Effective Income Tax Rate Reconciliation, Deduction, Other, Amount | 0 | $ 21,000 |
Effective Income Tax Rate Reconciliation, Deduction, Other, Percent | (0.50%) | |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 321,000 | $ 492,000 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (13.00%) | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 453,000 | $ 613,000 |
Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent | (16.10%) | |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 0.00% |
12. Commitments and Contingen_2
12. Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Details | |
Claims rental | $ 125,945 |
Annual labor requirement | $ 61,100 |
Legal Matters and Contingencies | In 2017, the Company, its subsidiary and the joint venture, as claimants, filed an arbitration statement of claim before a three-member Arbitration Panel (“the Panel”), against our JV partner and its affiliates; NyacAU, LLC (“NyacAU”), BEAR Leasing, LLC, and Dr. J. Michael James, as respondents. In 2018, the respondents filed a counter-claim against the Company, its subsidiaries and certain members of the Company’s current and former management, the counterclaim respondents. The arbitration claim alleged, amongst other things, claims concerning related-party transactions, accounting issues including capital vs. operating leases, interpretation of the joint venture operating agreement, allocation of tax losses between the joint venture partners, and unpaid amounts due Goldrich relating to the Chandalar Mine. |
13. Subsequent Events (Details)
13. Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Notes payable related party | |
Subsequent Event, Description | Subsequent to the year ended December 31, 2019, the Company received additional notes payable from a related party |
Cares Act | |
Subsequent Event, Description | In April of 2020, the Company applied for and received a loan under the Payroll Protection Program under the provisions of the CARES Act of $50,600 |
Warrant Exercises | |
Subsequent Event, Description | During August through October of 2020, the Company received $439,000 cash as a result of exercise of Class Q, Class S, and Class T warrants |
Shares issued for interest | |
Subsequent Event, Description | During September of 2020, the holders of the Notes payable and Notes payable – related party, received shares in lieu of cash for interest |
Contract | |
Subsequent Event, Description | Effective September 16, 2020, the Company entered into a contract with Yabucoa Partners Corp, dba Street Smart, to provide market research and analysis services to the Company |
Arbitration Final POst Award Orders | |
Subsequent Event, Description | On September 4, 2020, the arbitration panel issued Final Post Award Orders |