Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 15, 2021 | Jun. 30, 2020 | |
Registrant CIK | 0000059860 | ||
Fiscal Year End | --12-31 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-06412 | ||
Entity Registrant Name | Goldrich Mining Company | ||
Entity Incorporation, State or Country Code | AK | ||
Entity Tax Identification Number | 91-0742812 | ||
Entity Address, Address Line One | 2525 E. 29th Ave. Ste. 10B-160 | ||
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 | ||
Phone Fax Number Description | Registrant’s Telephone Number, including area code | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,432,013 | ||
Share Price | $ 0.01 | ||
Entity Common Stock, Shares Outstanding | 172,259,709 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
OTCQB | |||
Title of 12(b) Security | Common Stock, $0.10 par value | ||
Trading Symbol | GRMC | ||
Security Exchange Name | NONE |
Goldrich Mining Company Consoli
Goldrich Mining Company Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,931 | $ 1,274 |
Prepaid expenses | 50,499 | 96,574 |
Total current assets | 52,430 | 97,848 |
Property, equipment, and mineral interests: | ||
Equipment, net | 0 | 716 |
Mineral interests | 626,428 | 626,428 |
Total property, equipment and mineral interests | 626,428 | 627,144 |
Other assets: | ||
Investment in CGL LLC | 25,000 | 0 |
Total other assets | 25,000 | 0 |
Total assets | 703,858 | 724,992 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,838,362 | 1,656,854 |
Interest payable | 452,478 | 223,555 |
Interest payable - related party | 959,504 | 439,121 |
Related party payable | 787,789 | 600,147 |
CARES Act PPP loan | 33,833 | 0 |
Notes payable, net of discount | 1,062,106 | 1,020,000 |
Notes payable, net of discount - related party | 3,641,053 | 3,246,316 |
Notes payable in gold | 503,590 | 406,319 |
Dividends payable on preferred stock | 30,618 | 30,618 |
Total current liabilities | 9,309,333 | 7,622,930 |
Long-term liabilities: | ||
Interest payable in stock | 0 | 36,813 |
Interest payable in stock - related party | 0 | 168,976 |
Remediation and asset retirement obligation | 262,189 | 255,951 |
CARES Act PPP loan | 16,767 | 0 |
Total long-term liabilities | 278,956 | 461,740 |
Total liabilities | 9,588,289 | 8,084,670 |
Total stockholders' deficit | (8,884,431) | (7,359,678) |
Commitments and contingencies (Notes 4, 9, 10, 13) | 0 | 0 |
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 E Value | 0 | 0 |
Preferred Stock Series F Value | 10,829 | 10,829 |
Common stock; $0.10 par value, 750,000,000 shares authorized; 167,926,376 and 139,573,798 issued and outstanding, respectively | 16,792,637 | 13,957,380 |
Additional paid-in capital | 11,715,072 | 13,905,542 |
Accumulated deficit | (37,663,315) | (35,493,775) |
Total liabilities and stockholders' deficit | $ 703,858 | $ 724,992 |
Goldrich Mining Company Conso_2
Goldrich Mining Company Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 750,000,000 | 750,000,000 |
Common Stock, Shares, Issued | 167,926,376 | 139,573,798 |
Common Stock, Shares, Outstanding | 167,926,376 | 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 |
Preferred Stock, Shares Issued | 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 |
Preferred Stock, Shares Issued | 200 | 200 |
Series C | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 250 | 250 |
Preferred Stock, Shares Outstanding | 250 | 250 |
Preferred Stock, Shares Issued | 250 | 250 |
Series D | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 150 | 150 |
Preferred Stock, Shares Outstanding | 150 | 150 |
Preferred Stock, Shares Issued | 150 | 150 |
Series E | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Outstanding | 300 | 300 |
Preferred Stock, Shares Issued | 300 | 300 |
Series F | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Outstanding | 153 | 153 |
Preferred Stock, Shares Issued | 153 | 153 |
Goldrich Mining Company Conso_3
Goldrich Mining Company Consolidated Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
Mine preparation costs | $ 255,918 | $ 306,929 |
Depreciation | 716 | 1,309 |
Management fees and salaries | 210,563 | 222,562 |
Professional services | 111,273 | 85,758 |
General and administrative | 346,737 | 257,984 |
Office supplies and other | 13,883 | 8,760 |
Directors' fees | 13,200 | 26,700 |
Mineral property maintenance | 115,055 | 97,439 |
Reclamation expense | 48,096 | 339,015 |
Royalty interest adjustment | 0 | 36,350 |
Settlement expense | 0 | 59,500 |
Arbitration costs (Note 4) | 173,877 | 202,431 |
Total operating expenses | 1,289,318 | 1,644,737 |
Other (income) expense: | ||
CARES Act grant income | (2,000) | 0 |
Change in fair value of notes payable in gold | 97,271 | 64,162 |
Interest expense and finance costs | 784,951 | 894,146 |
Loss on foreign exchange | 0 | 20 |
Total other (income) expense | 880,222 | 958,328 |
Net loss | (2,169,540) | (2,603,065) |
Preferred dividends | (7,625) | (7,604) |
Net loss available to common stockholders | $ (2,177,165) | $ (2,610,669) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.02) |
Weighted average common shares outstanding-basic and diluted | 147,251,503 | 139,573,798 |
Goldrich Mining Company Conso_4
Goldrich Mining Company Consolidated Statements of Stockholders' (Deficit) - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity balance at Dec. 31, 2018 | $ 13,957,380 | $ 271,175 | $ 13,832,978 | $ (32,890,710) | $ (4,829,177) |
Shares outstanding at Dec. 31, 2018 | 139,573,798 | 151,053 | |||
Warrants issued with notes payable | 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) |
Warrants exercised | $ 1,463,333 | (1,024,333) | 439,000 | ||
Warrants exercised | 14,633,330 | ||||
Shares issued for interest | $ 1,371,924 | (1,166,137) | $ 205,787 | ||
Shares issued for interest | 13,719,248 | 13,719,248 | |||
Net loss | (2,169,540) | $ (2,169,540) | |||
Shares outstanding at Dec. 31, 2020 | 167,926,376 | 151,053 | |||
Equity balance at Dec. 31, 2020 | $ 16,792,637 | $ 271,175 | $ 11,715,072 | $ (37,663,315) | $ (8,884,431) |
Goldrich Mining Company Conso_5
Goldrich Mining Company Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (2,169,540) | $ (2,603,065) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 716 | 1,309 |
Change in fair value of notes payable in gold | 97,271 | 64,162 |
Royalty interest adjustment | 0 | 36,350 |
Accretion of asset retirement obligation | 6,238 | 13,911 |
Other asset allowance | 0 | 13,671 |
Warrants issued for finders fees | 0 | 28,361 |
Change in: | ||
Prepaid expenses | 46,075 | 25,557 |
Accounts payable and accrued liabilities | 181,508 | 604,334 |
Interest payable | 231,028 | 218,989 |
Interest payable - related party | 540,119 | 490,097 |
Related party payable | 187,642 | 142,420 |
Net cash used - operating activities | (878,943) | (963,904) |
Cash flows from investing activities: | ||
Purchase of membership units of CGL LLC | (25,000) | 0 |
Net cash used - investing activities | (25,000) | 0 |
Cash flows from financing activities: | ||
Proceeds from CARES Act PPP loan | 50,600 | 0 |
Warrants exercised | 439,000 | 0 |
Proceeds from notes payable and warrants, net | 40,000 | 64,000 |
Proceeds from notes payable and warrants - related party, net | 375,000 | 824,000 |
Net cash provided - financing activities | 904,600 | 888,000 |
Net increase (decrease) in cash and cash equivalents | 657 | (75,904) |
Cash and cash equivalents, beginning of year | 1,274 | 77,178 |
Cash and cash equivalents, end of year | 1,931 | 1,274 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 3,974 | 72,890 |
Non-cash investing and financing activities: | ||
Issuance of shares of common stock for interest payable | 205,787 | 0 |
Warrants issued for debt financing | 0 | 44,203 |
Discount on notes payable | 2,105 | 3,368 |
Discount on notes payable, related party | $ 19,737 | $ 87,570 |
1. Organization and Description
1. Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
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 2020, all of the Companys activities were focused on the Chandalar property in Alaska. The Companys common stock trades on the OTCQB exchange of the OTC Markets 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 $37,663,315 at December 31, 2020. These factors raise substantial doubt about the Companys 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 Companys ability to raise capital to fund its future exploration and working capital requirements. The Companys plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Companys future operations through sales of its common stock and/or debt. 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, 2020 | |
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, 2020 and December 31, 2019, with all intercompany balances and investment accounts eliminated. Accounting for Investments in Joint Ventures For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Companys share of the ventures earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations. GNP: The Company has an equity method investment 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 CGL: The Company invested $25,000 in a 49% interest in Chandalar Gold LLC (CGL) during the year ended December 31, 2020. The Company does not have control or significant influence over CGL and accounts for it using the equity method. During the year ended December 31, 2020, CGL had no operating activities. Goldrich has accrued a distribution to CGL of $35,794 in accrued liabilities, and if and when that distribution is remitted to CGL, the Company would in turn receive a distribution of approximately 49% of that distribution back from CGL. Contingencies In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. Earnings (Loss) Per Share For the years ended December 31, 2020 and 2019, the effect of the Companys outstanding convertible preferred shares, options and warrants, totaling 70,507,169 and 93,590,499 for the two years, respectively, has not been included in the Companys net income (loss) per share as their inclusion would have been anti-dilutive. (See Note 9) 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 In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Management is evaluating the impact of this update on the Companys consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06 Debt Debt With Conversion And Other Options (Subtopic 470-20) And Derivatives and Hedging Contracts In Entitys Own Equity (Subtopic 815-40): Accounting For Convertible Instruments And Contracts In An Entitys Own Equity Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. Cash and Cash Equivalents For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, 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 and other contingencies. Actual results could differ from those estimates. Mineral Interests The Company capitalizes costs for acquiring mineral properties, claims and royalty interests 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 & Mine Preparation Costs Exploration costs are expensed in the period in which they occur. Costs to prepare mineral properties for mining, such as economic assessments and mine plans 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. The Company has assessed its tax positions other than the net operating loss issue described in Note 12 Income Taxes Revenue Recognition The Companys revenues from its joint venture have historically been its primary revenues. 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 Companys common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight-line basis. Compensation expense for grants that vest immediately are recognized in the period of grant. Remediation and Asset Retirement Obligation The Companys operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long-lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on managements estimate of amounts expected to be incurred when the remediation work is performed. Fair Value Measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. During 2020 and 2019, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance December 31, 2020 Balance December 31, 2019 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 7) $ 503,590 $ 406,319 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at December 31, 2020 and 2019. 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, 2020 | |
Notes | |
3. Property, Equipment and Mining Claims | 3. PROPERTY, EQUIPMENT AND MINERAL INTERESTS Equipment At December 31, 2020 and 2019, the Companys equipment classifications were as follows: 2020 2019 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 (2,083,040) (2,082,324) Equipment, net of depreciation $ - $ 716 All equipment has been fully depreciated. Mineral Interests At December 31, 2020 and 2019, the Companys mining properties claims, and royalty interest were as follows: 2020 2019 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 37,028 Jumbo Basin royalty interest (2) 250,000 Total $ 626,428 $ 626,428 (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 10 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 a royalty interest from Jumbo Basin, a 2% NSR royalty interest payable on all production from certain Goldrich mining claims at the Chandalar, Alaska property. While reviewing the carrying costs of the royalty interest, 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, 2020 | |
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 Goldrichs 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 below 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. Arbitration In December 2017, the Company filed an arbitration statement of claim against NyacAU and other parties. The claim challenged certain accounting treatment of capital leases, allocations of tax losses, charges to the JV for funding costs related to the JV managers financing, related-party transactions, and other items of dispute in a previous mediation that was unsuccessful in reaching an agreement. As a result, the Company participated in an arbitration before a panel of three independent arbitrators during 2018 to address these items. Through 2020 and the filing of this report in 2021, 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 Companys efforts toward success. The Company records amounts for contingent losses when it is probable that a liability could be incurred and can be reasonably estimated. To date, the arbitration proceedings are still in progress, with some rulings being issued for and against the Companys 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 13 Commitments and Contingencies Subsequent Events |
5. Related Party Transactions
5. Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
5. Related Party Transactions | 5. RELATED PARTY TRANSACTIONS In addition to related party transactions described in Notes 6 and 9, the Company has accrued amounts to the Companys Chief Executive Officer (CEO), Chief Financial Officer (CFO) and board of directors fees for amounts earned but not yet paid. Beginning in January 2016 and through December 31, 2020, the CEOs salary has not been paid in full. Salary due to the CFO have been accrued and remain unpaid, as have board of directors fees: Year ended 12/31/20 Year ended 12/31/19 CEO Balance at beginning of period $ 426,500 $ 295,000 Deferred salary 166,000 180,000 Deferred expenses 17,351 - Payments (19,000) (48,500) Ending Balance 590,851 426,500 CFO Balance at beginning of period 78,644 64,909 Deferred 27,354 42,703 Payments (17,262) (28,968) Ending Balance 88,736 78,644 Board fees payable 108,202 95,003 Total Related party payables $ 787,789 $ 600,147 |
6. Notes Payable & Notes Payabl
6. Notes Payable & Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
6. Notes Payable & Notes Payable - Related Party | 6. NOTES PAYABLE & NOTES PAYABLE RELATED PARTY At December 31, 2020, the Company has outstanding notes payable of $1,062,106 and outstanding notes payable - related party of $3,641,053. At December 31, 2019, the Company had outstanding notes payable of $1,020,000 and outstanding notes payable related party of $3,246,316. The notes payable and notes payable related party accrued interest of 15% and 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, 2020, the Company received additional tranches of the notes payable for $436,842 discounted at 5%, or $21,842 resulting in net proceeds of $415,000, respectively, of which $375,000, was received 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. 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 Mr. Gallagher. The notes are due upon demand and accrue simple interest at 15%. During the years ended December 31, 2020 and December 31, 2019, the Company incurred finder fees totaling $12,450 and $7,697, respectively, to related party entities, and incurred $0 and $26,640, respectively, of other finance and placement costs. Interest of $678,119 was expensed during the year ended December 31, 2020 of which $520,382 was to related parties. Interest of $552,492 was expensed during the year ended December 31, 2019 of which $402,527 was to related parties. During the year ended December 31, 2020, the Company issued no warrants in connection with the notes payable. 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. The Class T warrants have an exercise price of $0.03 and expire on various dates from November 30, 2022 through December 19, 2024. The fair value of the Class T warrants issued during the year ended December 31, 2019, was $44,203 and was calculated on the issue dates using the following assumptions: December 31, 2019 Market price of common stock on date of issuance $0.007 - $0.0275 Risk-free interest rate 1.34% - 2.51% Expected dividend yield 0 Expected term (in years) 5 Expected volatility $0.007 - $0.0275 Inter-Creditor Agreement Effective November 1, 2019, the Company entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (the Amended Agreement) with Mr. Gallagher, 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. Under the Amended Agreement, for each holder of the notes payable, whether or not a related party: 1.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 Mr. Gallagher, after Mr. Gallagher has consented in writing to such loan or advance, were designated as Senior Notes, with loans made prior to November 1, 2019 designated as Junior Notes. Senior Notes are entitled to be repaid in full before any of the Junior Notes are repaid; and 2.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 finders fee in the amount of $49,273, and (2) to the order of Capital Investments 4165 LLC a finders fee in the amount of $7,920. Of these amounts $6,500 and $nil have been remitted as of the date of this report; and b.to reimburse Mr. Gallagher, no later than February 20, 2020, for up to $35,000 in legal fees and costs incurred by Mr. Gallagher in connection with the Amended Agreement. The Company accrued $32,644 at December 31, 2019 and this amount was paid during the year ended December 31, 2020. 3.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. 4.The Company entered into a written Guaranty whereunder, among other conditions, the Company unconditionally guarantees and promises to pay to the order of each holder the principal sum and all interest payable on 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. The Company is not in default as no demand has been made for payment or delivery and the holders have provided a waiver of default. The Company and Mr. Gallagher agreed in the Amended Agreement 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 a separate agreement dated September 10, 2020, the Company and holders, agreed to convert $36,813 of unpaid interest into stock of the Company at $0.015 per share. During the year ended December 31, 2020, a total of 13,719,248 common shares were issued to the holders in exchange for interest payable of $205,788, of which $168,976 was payable to Mr. Gallagher. |
7. Notes Payable in Gold
7. Notes Payable in Gold | 12 Months Ended |
Dec. 31, 2020 | |
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. After several amendments to the terms of the note agreements, 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, 2020 and 2019, 266.788 ounces of fine gold was due and deliverable to the holders of the Notes. No demand has been made for payment. The Company estimates the fair value of the notes, based on the market approach with Level 2 inputs of gold delivery contracts based upon previous contractual delivery dates, using the market price of gold on December 31, 2020 of approximately $1,888 per ounce as quoted on the London PM Fix market or $503,590 in total. The valuation resulted in an increase in gold notes payable of $97,271 during the year ended December 31, 2020. At December 31, 2019, the Company had outstanding total notes payable in gold of $406,319. Interest of $38,043 on the notes was expensed during the year ended December 31, 2020, and $51,523 is accrued at December 31, 2020 and is included in interest payable. Interest of $35,025 on the notes was expensed during the year ended December 31, 2019, and $13,480 is accrued at December 31, 2019 and is included in interest payable. |
8. CARES Act PPP Loan
8. CARES Act PPP Loan | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
8. CARES Act PPP Loan | 8. CARES ACT PPP LOAN On April 15, 2020, the Company was granted a loan (the Loan) from Washington Trust Bank, in the aggregate amount of $50,600, pursuant to the Paycheck Protection Program (the PPP) under Division A, Title I of the Cares Act, which was enacted March 27, 2020. The Loan, which was in the form of a Note dated April 15, 2020 issued by the Borrower, matures on April 15, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on November 15, 2020. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before February 15, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. On October 22, 2020, the Loan had a change in terms. Under the new terms, the maturity date was changed to May 1, 2022 and the first payment was deferred to June 1, 2021 to allow additional time to prepare the forgiveness application. If the application is denied, the first monthly payment of $4,284 will be due the first of the month following the denial. Additionally, if the forgiveness application is denied, the Company will have the option to extend the loan to May 1, 2025 instead of the current maturity date of May 1, 2022. As of the date of this report, the Company has not submitted its forgiveness application but plans to do so within the second quarter of 2021. The Company believes it used the entire loan amount for qualifying expenses, but there is no guarantee that the loan will be forgiven. |
9. Stockholders' Equity
9. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
9. Stockholders' Equity | 9. STOCKHOLDERS EQUITY Common Stock: At the special shareholders meeting on November 13, 2020, the Companys shareholders approved an increase in the authorized common stock from 250,000,000 to 750,000,000 shares, with par value remaining at $0.10 per share. Series A Convertible Preferred Stock: The Company has 150,000 shares of Series A Convertible Preferred Stock outstanding at December 31, 2020 and 2019. 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: Conversion of outstanding shares of Series A Preferred stock would have resulted in dilution of 900,000 common shares for the years ended December 31, 2020 and 2019. Series B Convertible Preferred Stock: The Company has 200 shares of Series B Convertible Preferred Stock outstanding at December 31, 2020 and 2019. 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, 2020 and 2019. Series C Convertible Preferred Stock: The Company has 250 shares of Series C Convertible Preferred Stock outstanding at December 31, 2020 and 2019. 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, 2020 and 2019. Series D Convertible Preferred Stock: The Company has 150 shares of Series D Convertible Preferred Stock outstanding at December 31, 2020 and 2019. 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, 2020 and 2019. Series E Convertible Preferred Stock: The Company has 300 shares of Series E Convertible Preferred Stock outstanding at December 31, 2020 and 2019. 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, 2020 and 2019. Series F Convertible Preferred Stock: The Company has 153 shares of Series F Convertible Preferred Stock outstanding at December 31, 2020 and 2019. 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, 2020 and 2019, respectively. Series D, E and F Preferred Stock were issued with the following rights and preferences: A related party and member of the Companys 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, 2020: Shares Exercise Price ($) Expiration Date Class O Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2019 5,000,000 .06 Mar 31, 2020 Outstanding and exercisable at December 31, 2019 5,000,000 Expired (5,000,000) Outstanding and exercisable at December 31, 2020 - Class P Warrants: (Issued for Sale of GNP Distribution Interest) Outstanding and exercisable at January 1, 2019 2,250,000 .07 Jun 23, 2020 Outstanding and exercisable at December 31, 2019 2,250,000 Expired (2,250,000) Outstanding and exercisable at December 31, 2020 - Class P-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2019 1,200,000 .05 Jun 23, 2020 Outstanding and exercisable at December 31, 2019 1,200,000 Expired (1,200,000) Outstanding and exercisable at December 31, 2020 - Class Q Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2019 8,333,333 .03 Dec 8, 2020 Outstanding and exercisable at December 31, 2019 8,333,333 Warrants exercised (8,333,333) Outstanding and exercisable at December 31, 2020 - Class Q-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2019 833,333 .03 Dec 8, 2020 Outstanding and exercisable at December 31, 2019 833,333 Warrants exercised (833,333) Outstanding and exercisable at December 31, 2020 - Class R Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2019 15,000,001 .045 Apr 6 to Dec 9, 2021 Outstanding and exercisable at December 31, 2019 15,000,001 Outstanding and exercisable at December 31, 2020 15,000,001 Class S Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2019 5,100,000 .03 Dec 30, 2021 to Mar 30, 2022 Outstanding and exercisable at December 31, 2019 5,100,000 Warrants exercised (466,664) Outstanding and exercisable at December 31, 2020 4,633,336 Class T Warrants: (Issued with Senior Secured Notes Payable) Outstanding and exercisable at January 1, 2019 17,490,776 .03 Dec 22, 2022 to Dec. 24, 2023 Warrants issued 5,117,581 Jan 1 to Oct, 2024 Outstanding and exercisable at December 31, 2019 22,608,357 Warrants exercised (5,000,000) Outstanding and exercisable at December 31, 2020 17,608,357 Warrants outstanding at December 31, 2019 were 60,325,024 with a weighted average exercise price of $0.038. Warrants and weighted average exercise price at December 31, 2020 37,241,694 .036 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. Warrant Exercises During September and October 2020, the Company received $439,000 cash as a result of the exercise of Class Q, Class S, and Class T warrants at an exercise price of $0.03 per common share. The warrants were owned by Mr. Gallagher and were transferred to unrelated parties. The unrelated parties then exercised the warrants for cash, resulting in the issuance of 14,633,330 common shares. Stock Options and Stock-Based Compensation: Under the Companys 2008 Equity Incentive Plan, as amended by shareholder vote on November 13, 2020 (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 Companys 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 holders relationship with the Company, the holders exercise period terminates 90 days following such cessation. The Plan authorizes the issuance of up to 16,129,304 shares of common stock, subject to adjustment for certain events, such as a stock split or other dilutive events. As of December 31, 2020, there were a total of 8,929,304 shares available for grant in the Plan, 6,075,000 shares issued and 50,000 options exercised in prior years, and 1,075,000 options exercisable and outstanding. A summary of stock option transactions for the years ended December 31, 2020 and 2019 are as follows: Shares Weighted- Average Exercise Price (per share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 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 Options outstanding and exercisable at December 31, 2020 1,075,000 $ 0.06 5.24 $2,125 For the years ended December 31, 2020 and 2019, the Company recognized no share-based compensation for consultants. As of December 31, 2020 and 2019, the intrinsic value of options outstanding and exercisable was $2,125 and $0, respectively. Interest Payable Satisfied with Common Stock On September 10, 2020, the holders of the notes payable and notes payable related party, agreed to convert a portion of their unpaid interest into stock of the Company at $0.015 per share. A total of 13,719,248 common shares with a basis of $0.015 per share, were issued to the holders, reducing interest payable and interest payable related party, by $205,787, of which $168,976 was to Mr. Gallagher. |
10. Asset Retirement Obligation
10. Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
10. Asset Retirement Obligation | 10. ASSET RETIREMENT OBLIGATION 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 Companys asset retirement obligation on its Chandalar property are as follows: December 31, 2020 December 31, 2019 Asset Retirement Obligation beginning balance $ 155,951 $ 347,778 Reduction of Asset retirement obligation - (205,738) Accretion 6,238 13,911 Asset Retirement Obligation ending balance $ 162,189 $ 155,951 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 and revision of the mine life to 10 years reduced the required reclamation to be performed by the Company. Due to the uncertainly of the outcome of arbitration, it is not possible at this time to reasonably estimate or quantify what future obligation may be required to be recorded for the Companys prior mining activities (see Note 4 Joint Venture; Arbitration |
11. Remediation
11. Remediation | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
11. Remediation | 11. 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 Companys mining claims. The Company has accrued $100,000 and $100,000, respectively, for remedies required at a former owners mine site in addition to the asset retirement obligation as of December 31, 2020 and 2019. |
12. Income Taxes
12. Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
12. Income Taxes | 12. INCOME TAXES The Company did not recognize a tax provision for the years ended December 31, 2020 and 2019. Following are the components of deferred tax assets and allowances at December 31, 2020 and 2019: 2020 2019 Deferred tax assets arising from: Capitalized exploration and development costs $ 57,000 $ 48,000 Unrecovered promotional and exploratory costs 112,000 112,000 Accrued remediation costs 68,000 66,000 Note payable in gold 29,000 - Share based compensation 278,000 278,000 Net operating loss carryforwards 13,150,000 12,547,000 Total deferred tax assets 13,694,000 13,051,000 Less valuation allowance (13,694,000) (13,051,000) 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 2020 and 2019. 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 Companys and the Joint Ventures federal returns for the 2015, 2016 and 2017 tax years were audited 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 Companys 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, 2020, the Company had federal and state tax-basis net operating loss carryforwards, prior to giving effect to the probable changes resulting from the IRS audit of the joint venture as described above, totaling $44.8 million and $41.5 million, respectively. Of these net operating losses, $36.6 million will expire in various amounts from 2021 through 2037. Combined federal net operating losses of $8.1 million for the years 2018 through 2020 do not expire, but are limited to 80% of taxable income at the time of usage. 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 taxpayers business interest deductions for a taxable year to the sum of: (1) 30% of the taxpayers 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: 2020 2019 Federal income tax expense (benefit) based on statutory rate $ (455,000) 21.0% $ (547,000) 21.0% State income tax expense (benefit), net of federal taxes (190,000) 8.7% (227,000) 8.7% Non-deductible share-based compensation - -% - -% Revision of NOL estimates, state apportionment factors and state effective tax rates 2,000 (0.1)% 321,000 (12.2)% Increase (decrease) in valuation allowance 643,000 (29.6)% 453,000 (17.5)% 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 Companys 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. |
13. Commitments and Contingenci
13. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
13. Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES The Company has two near-term commitments: · · The Company is 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 $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 2021 through 2025 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 Companys 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, and December 31, 2020, the Panel released various awards relating to the allegations of both parties. Some of which have been in favor of the Companys 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 Regarding 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 $413,441 from GNP. In like manner, the Panel determined that NyacAU is entitled to an additional $413,441 in distributions for these years. As the Company is uncertain as to the collectability of these distributions, no recognition of these awards are included in its Statement of Operations for the year ended December 31, 2020. The Partial Final Award also addressed the Companys 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. NyacAU challenged this award but the Panel issued an additional ruling stating the amount owed to be $120,883 to Goldrich plus 5% prejudgment interest on unpaid LOC1 interest as it fell due, see Supplemental Orders 5-8 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 $437,869 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 Panels 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 GNPs operations. These amounts plus additional interest have been included in accounts payable and interest payable on the consolidated balance sheet at December 31, 2020. 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 NyacAUs 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 GNPs assets, to the extent possible after payment of GNPs 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, NyacAU, as holder of the permit and as ruled by the Panel, has the liability of reclamation. Balance and payment of LOC1 The 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. Management believes that, if there is no further placer production from these claims, Goldrich will not have a liability to pay 50% of LOC1. The Panel ruled in the Final Post Award 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. See Final Post Award Orders Right to Offset Damages or Distributions The Panel granted the request that any damages awarded to one party can be an offset to distributions (or damages) due to the other party. 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). On June 9, 2020 and June 20, 2020, the Court awarded additional costs and attorneys fees. The Court ordered both Goldrich and NyacAU to submit a status report to the Court in September 2020 regarding the Panels clarification of the payable for the 2012 reclamation, including interest, and to clarify the party for the award, NyacAU or GNP. The status report has been filed by both parties, and these judgements remain unpaid and in force before the Superior Court. These amounts related to these judgements were accrued for at December 31, 2019. As of December 31, 2020, a total amount of $101,669 is included for the judgement and post judgement interest in accounts payable and interest payable on the consolidated balance sheet. 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 Companys 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 Companys 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 Companys 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 NyacAUs claims from NyacAU to the Company. The motion was granted in part in that the claims held in NyacAUs 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. Supplemental Orders 5-8 On December 4, 2020, the arbitration Panel issued Supplemental Orders 5-8, wherein the Panel issued rulings on multiple material issues: · 2018 Profitability and 2018 Interim Distributions Under the GNP Operating Agreement, Goldrich was entitled to receive certain interim distributions based on GNPs profitability. Goldrich received such distributions for 2016 and 2017. Goldrich challenged the Panels understanding of facts related to GNPs profitability for 2018 as presented in the arbitration proceedings and made a motion for GNP to distribute interim distributions for 2018 after applying the arbitration rulings made to date. Goldrich submitted a claim to the arbitration Panel for approximately $680,000 plus prejudgment interest thereon at 5%. The arbitration Panel denied Goldrichs claim. Based on the Panels ruling, the paydown by NyacAU, as manager of GNP, of Line of Credit 1 (LOC1) with GNP funds, rather than the payment of a 2018 interim distribution to Goldrich, is not considered a misappropriation of funds. LOC1 is a related party loan between GNP and NyacAU. The Panel ruled that GNP was dissolved at the end of the 2018 mining season (September 28, 2018) by failing to meet the Minimum Production Requirement of the GNP Operating Agreement rather than May 2019, when NyacAU published a formal notice of dissolution to the State of Alaska and to creditors. Based on this and other evidence, the Panel found that GNP was dissolved by no later than October 9, 2018, which precedes the date by which any interim distribution would otherwise have been due under the GNP Operating Agreement (October 31 - December 31, 2018). Accordingly, the Panel ruled that Goldrich is precluded from receiving any interim distributions for 2018 under the GNP Operating Agreement which provides that [m]embers have a right to Distributions from the Company before the dissolution and winding up of the Company. · Goldrichs Portion of Interest Paid on LOC1 Under the GNP Operating Agreement, Goldrich is to receive 50% of any interest on LOC1 paid by GNP to NyacAU. Goldrich made a claim to the Panel that GNP had paid interest to NyacAU and that Goldrich was entitled to 50% of the amount paid. The Panel ruled that NyacAU is obligated to pay Goldrich 50% of $241,797 in interest received by NyacAU up to October 2018, when GNP was dissolved and commenced liquidation, in the total principal amount of $120,883. Goldrich is also entitled to recover 5% prejudgment interest on unpaid LOC1 interest as it fell due through October 1, 2018, after which date no interest would be shared with Goldrich. · Clarification of Award In the Partial Final Award given in 2019, the arbitration Panel made an award to NyacAU of $377,253 in damages and pre-award interest relating to 2012 reclamation expenses incurred on Goldrichs behalf. Goldrich made an Application for Modification and Correction of Arbitration Award, for Vacation of Award, or for Resubmission to Arbitration Panel for Clarification, requesting an order from the Alaska court, under the Alaska Arbitration Act, that the damages awarded for unpaid 2012 reclamation expenses were to be paid to GNP, not NyacAU, and that the Panel clarify the appropriate amount of damages and interest to be paid. The Panel ruled that it will resolve these issues after the parties submit evidence and argument supporting their respective positions on the merits. |
14. Subsequent Events
14. Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
14. Subsequent Events | 14. SUBSEQUENT EVENTS Subsequent to the year ended December 31, 2020, the Company received additional notes payable from a related party of $116,000, net of discount. During February 2021, the Company received $130,000 cash as a result of exercise of Class S 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 4,333,333 common shares. Subsequent to December 31, 2020, Mr. Gallagher sold 6,000,000 of his Class T warrants to Mr. Schara, 1,000,000 Class T warrants to Mr. Sharp, and 500,000 Class T warrants to an employee of the Company. None of these warrants have been exercised. Subsequent to December 31, 2020, on April 7, 2021, the arbitration panel issued two orders: · · |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies: Consolidation of and Accounting for Subsidiaries (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and December 31, 2019, 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, 2020 | |
Policies | |
Accounting For Investments in Joint Ventures | Accounting for Investments in Joint Ventures For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Companys share of the ventures earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations. GNP: The Company has an equity method investment 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 CGL: The Company invested $25,000 in a 49% interest in Chandalar Gold LLC (CGL) during the year ended December 31, 2020. The Company does not have control or significant influence over CGL and accounts for it using the equity method. During the year ended December 31, 2020, CGL had no operating activities. Goldrich has accrued a distribution to CGL of $35,794 in accrued liabilities, and if and when that distribution is remitted to CGL, the Company would in turn receive a distribution of approximately 49% of that distribution back from CGL. |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies: Contingencies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Contingencies | Contingencies In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies: Earnings (loss) Per Share (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Earnings (loss) Per Share | Earnings (Loss) Per Share For the years ended December 31, 2020 and 2019, the effect of the Companys outstanding convertible preferred shares, options and warrants, totaling 70,507,169 and 93,590,499 for the two years, respectively, has not been included in the Companys net income (loss) per share as their inclusion would have been anti-dilutive. (See Note 9) |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Management is evaluating the impact of this update on the Companys consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06 Debt Debt With Conversion And Other Options (Subtopic 470-20) And Derivatives and Hedging Contracts In Entitys Own Equity (Subtopic 815-40): Accounting For Convertible Instruments And Contracts In An Entitys Own Equity 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_7
2. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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_8
2. Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 and other contingencies. Actual results could differ from those estimates. |
2. Summary of Significant Acc_9
2. Summary of Significant Accounting Policies: Mineral Interests (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Mineral Interests | Mineral Interests The Company capitalizes costs for acquiring mineral properties, claims and royalty interests and expenses costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations. |
2. Summary of Significant Ac_10
2. Summary of Significant Accounting Policies: Exploration Costs and Mine Preparation Costs (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Exploration Costs and Mine Preparation Costs | Exploration Costs & Mine Preparation Costs Exploration costs are expensed in the period in which they occur. Costs to prepare mineral properties for mining, such as economic assessments and mine plans are expensed in the period in which they occur. |
2. Summary of Significant Ac_11
2. Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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. The Company has assessed its tax positions other than the net operating loss issue described in Note 12 Income Taxes |
2. Summary of Significant Ac_12
2. Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Revenue Recognition | Revenue Recognition The Companys revenues from its joint venture have historically been its primary revenues. 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_13
2. Summary of Significant Accounting Policies: Stock-based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Stock-based Compensation | Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Companys common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight-line basis. Compensation expense for grants that vest immediately are recognized in the period of grant. |
2. Summary of Significant Ac_14
2. Summary of Significant Accounting Policies: Remediation and Asset Retirement Obligation (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Remediation and Asset Retirement Obligation | Remediation and Asset Retirement Obligation The Companys operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long-lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on managements estimate of amounts expected to be incurred when the remediation work is performed. |
2. Summary of Significant Ac_15
2. Summary of Significant Accounting Policies: Fair Value Measurement, Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 and 2019, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance December 31, 2020 Balance December 31, 2019 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 7) $ 503,590 $ 406,319 2 The carrying amounts of financial instruments, including notes payable, approximate fair value at December 31, 2020 and 2019. The inputs to the valuation of Level 2 liabilities are described in Note 7 Notes Payable in Gold |
2. Summary of Significant Ac_16
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, 2020 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Balance December 31, 2020 Balance December 31, 2019 Fair Value Hierarchy level Liabilities Recurring: Notes payable in gold (Note 7) $ 503,590 $ 406,319 2 |
3. Property, Equipment and Mi_2
3. Property, Equipment and Mining Claims: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Property, Plant and Equipment | 2020 2019 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 (2,083,040) (2,082,324) Equipment, net of depreciation $ - $ 716 |
3. Property, Equipment and Mi_3
3. Property, Equipment and Mining Claims: Schedule of Mining Properties and Claims (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Mining Properties and Claims | 2020 2019 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 37,028 Jumbo Basin royalty interest (2) 250,000 Total $ 626,428 $ 626,428 |
5. Related Party Transactions_
5. Related Party Transactions: Schedule of Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Related Party Transactions | Year ended 12/31/20 Year ended 12/31/19 CEO Balance at beginning of period $ 426,500 $ 295,000 Deferred salary 166,000 180,000 Deferred expenses 17,351 - Payments (19,000) (48,500) Ending Balance 590,851 426,500 CFO Balance at beginning of period 78,644 64,909 Deferred 27,354 42,703 Payments (17,262) (28,968) Ending Balance 88,736 78,644 Board fees payable 108,202 95,003 Total Related party payables $ 787,789 $ 600,147 |
6. Notes Payable & Notes Paya_2
6. Notes Payable & Notes Payable - Related Party: Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring | December 31, 2019 Market price of common stock on date of issuance $0.007 - $0.0275 Risk-free interest rate 1.34% - 2.51% Expected dividend yield 0 Expected term (in years) 5 Expected volatility $0.007 - $0.0275 |
9. Stockholders' Equity_ Schedu
9. Stockholders' Equity: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Shares Exercise Price ($) Expiration Date Class O Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2019 5,000,000 .06 Mar 31, 2020 Outstanding and exercisable at December 31, 2019 5,000,000 Expired (5,000,000) Outstanding and exercisable at December 31, 2020 - Class P Warrants: (Issued for Sale of GNP Distribution Interest) Outstanding and exercisable at January 1, 2019 2,250,000 .07 Jun 23, 2020 Outstanding and exercisable at December 31, 2019 2,250,000 Expired (2,250,000) Outstanding and exercisable at December 31, 2020 - Class P-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2019 1,200,000 .05 Jun 23, 2020 Outstanding and exercisable at December 31, 2019 1,200,000 Expired (1,200,000) Outstanding and exercisable at December 31, 2020 - Class Q Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2019 8,333,333 .03 Dec 8, 2020 Outstanding and exercisable at December 31, 2019 8,333,333 Warrants exercised (8,333,333) Outstanding and exercisable at December 31, 2020 - Class Q-2 Warrants: (Issued for Finders Fees) Outstanding and exercisable at January 1, 2019 833,333 .03 Dec 8, 2020 Outstanding and exercisable at December 31, 2019 833,333 Warrants exercised (833,333) Outstanding and exercisable at December 31, 2020 - Class R Warrants: (Issued for Private Placement) Outstanding and exercisable at January 1, 2019 15,000,001 .045 Apr 6 to Dec 9, 2021 Outstanding and exercisable at December 31, 2019 15,000,001 Outstanding and exercisable at December 31, 2020 15,000,001 Class S Warrants: (Issued for Private Placement of Preferred Stock) Outstanding and exercisable at January 1, 2019 5,100,000 .03 Dec 30, 2021 to Mar 30, 2022 Outstanding and exercisable at December 31, 2019 5,100,000 Warrants exercised (466,664) Outstanding and exercisable at December 31, 2020 4,633,336 Class T Warrants: (Issued with Senior Secured Notes Payable) Outstanding and exercisable at January 1, 2019 17,490,776 .03 Dec 22, 2022 to Dec. 24, 2023 Warrants issued 5,117,581 Jan 1 to Oct, 2024 Outstanding and exercisable at December 31, 2019 22,608,357 Warrants exercised (5,000,000) Outstanding and exercisable at December 31, 2020 17,608,357 Warrants outstanding at December 31, 2019 were 60,325,024 with a weighted average exercise price of $0.038. Warrants and weighted average exercise price at December 31, 2020 37,241,694 .036 |
9. Stockholders' Equity_ Share-
9. Stockholders' Equity: Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable | Shares Weighted- Average Exercise Price (per share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 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 Options outstanding and exercisable at December 31, 2020 1,075,000 $ 0.06 5.24 $2,125 |
10. Asset Retirement Obligati_2
10. Asset Retirement Obligation: Schedule of Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Asset Retirement Obligations | December 31, 2020 December 31, 2019 Asset Retirement Obligation beginning balance $ 155,951 $ 347,778 Reduction of Asset retirement obligation - (205,738) Accretion 6,238 13,911 Asset Retirement Obligation ending balance $ 162,189 $ 155,951 |
12. Income Taxes_ Schedule of C
12. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | 2020 2019 Deferred tax assets arising from: Capitalized exploration and development costs $ 57,000 $ 48,000 Unrecovered promotional and exploratory costs 112,000 112,000 Accrued remediation costs 68,000 66,000 Note payable in gold 29,000 - Share based compensation 278,000 278,000 Net operating loss carryforwards 13,150,000 12,547,000 Total deferred tax assets 13,694,000 13,051,000 Less valuation allowance (13,694,000) (13,051,000) Net deferred tax assets $ - $ - |
12. Income Taxes_ Schedule of E
12. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2020 2019 Federal income tax expense (benefit) based on statutory rate $ (455,000) 21.0% $ (547,000) 21.0% State income tax expense (benefit), net of federal taxes (190,000) 8.7% (227,000) 8.7% Non-deductible share-based compensation - -% - -% Revision of NOL estimates, state apportionment factors and state effective tax rates 2,000 (0.1)% 321,000 (12.2)% Increase (decrease) in valuation allowance 643,000 (29.6)% 453,000 (17.5)% Total taxes on income (loss) $ - -% $ - -% |
1. Organization and Descripti_2
1. Organization and Description of Business (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | 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 $37,663,315 at December 31, 2020. 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. | |
Accumulated deficit | $ 37,663,315 | $ 35,493,775 |
2. Summary of Significant Ac_17
2. Summary of Significant Accounting Policies: Earnings (loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 70,507,169 | 93,590,499 |
2. Summary of Significant Ac_18
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, 2020 | Dec. 31, 2019 |
Details | ||
Notes payable in gold | $ 503,590 | $ 406,319 |
3. Property, Equipment and Mi_4
3. Property, Equipment and Mining Claims: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
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 | (2,082,324) | |
Property, Plant, and Equipment, Owned, Net | $ 0 | $ 716 |
3. Property, Equipment and Mi_5
3. Property, Equipment and Mining Claims: Schedule of Mining Properties and Claims (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 37,028 |
Jumbo Basin royalty option | (2,250,000) | 250,000 |
Property, Plant and Equipment, Other, Gross | $ 626,428 | $ 626,428 |
4. Joint Venture (Details)
4. Joint Venture (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Equity Method Investments | 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. | |
Arbitration costs (Note 4) | $ 173,877 | $ 202,431 |
5. Related Party Transactions_2
5. Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related party payables | $ 787,789 | $ 600,147 |
Chief Executive Officer | ||
Officers Compensation beginning balance | 426,500 | 295,000 |
Officer compensation, deferred during period | 166,000 | 180,000 |
Expenses deferred during period | 17,351 | 0 |
Officers Compensation, cash paid during period | (19,000) | (48,500) |
Officers compensation, ending balance | 590,851 | 426,500 |
Chief Financial Officer | ||
Officers Compensation beginning balance | 78,644 | 64,909 |
Officer compensation, deferred during period | 27,354 | 42,703 |
Officers Compensation, cash paid during period | (17,262) | (28,968) |
Officers compensation, ending balance | 88,736 | 78,644 |
Board Fees | ||
Officer compensation, deferred during period | $ 108,202 | $ 95,003 |
6. Notes Payable & Notes Paya_3
6. Notes Payable & Notes Payable - Related Party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Notes payable, net of discount | $ 1,062,106 | $ 1,020,000 |
Notes payable, net of discount - related party | 3,641,053 | 3,246,316 |
Notes payable, net of discount | 1,062,106 | 1,020,000 |
Proceeds from notes payable and warrants - related party, net | 375,000 | 824,000 |
Cash paid for interest | $ 3,974 | 72,890 |
Shares issued for interest | 13,719,248 | |
Shares issued for interest | 13,719,248 | |
Tranche 1 | ||
Notes payable, net of discount | $ 436,842 | |
Debt Instrument, Description | the Company received additional tranches of the notes payable for $436,842 discounted at 5%, or $21,842 resulting in net proceeds of $415,000, respectively, of which $375,000, was received from a related party | |
Notes payable, net of discount | $ 436,842 | |
Debt Instrument, Unamortized Discount | 21,842 | |
Proceeds from Notes Payable | 415,000 | |
Proceeds from notes payable and warrants - related party, net | 375,000 | |
Finder fees | ||
Payments for Brokerage Fees | 12,450 | 7,697 |
Payments of Debt Issuance Costs | 0 | 26,640 |
Interest | ||
Cash paid for interest | 678,119 | 552,492 |
Interest Expense, Related Party | $ 520,382 | $ 402,527 |
Class T | ||
Sale of Stock, Description of Transaction | During the year ended December 31, 2019, the Company issued 3,442,888 warrants in connection with the notes payable | |
Warrants exercised | 3,442,888 | |
Shares issued for interest | 275,476 | |
Shares issued for interest | 275,476 |
6. Notes Payable & Notes Paya_4
6. Notes Payable & Notes Payable - Related Party: Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Details | |
Stock price on date of grant, maximum | $ 0.0275 |
Risk free interest rate, maximum | 2.51% |
8. CARES Act PPP Loan (Details)
8. CARES Act PPP Loan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Proceeds from CARES Act PPP loan | $ 50,600 | $ 0 |
9. Stockholders' Equity (Detail
9. Stockholders' Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 13, 2020 | |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Preferred Stock, Shares Authorized | 8,998,700 | 8,998,700 | |
Share-based compensation - options | $ 0 | $ 0 | |
Aggregate Intrinsic Value | $ 2,125 | $ 0 | |
Common stock increase | |||
Common Stock, Shares Authorized | 750,000,000 | ||
Series A | |||
Preferred Stock, Shares Outstanding | 150,000 | 150,000 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
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 | |
Preferred Stock, Shares Authorized | 300 | 300 | |
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 | |
Preferred Stock, Shares Authorized | 250 | 250 | |
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 | |
Preferred Stock, Shares Authorized | 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 | |
Preferred Stock, Shares Authorized | 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 | |
Preferred Stock, Shares Authorized | 300 | 300 | |
Dilutive Securities, Effect on Basic Earnings Per Share, Options and Restrictive Stock Units | $ 5,100,000 | $ 5,100,000 |
9. Stockholders' Equity_ Sche_2
9. Stockholders' Equity: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Warrants Outstanding | $ 37,241,694 | $ 60,325,024 |
9. Stockholders' Equity_ Shar_2
9. Stockholders' Equity: Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Details | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 1,075,000 | 1,075,000 | 1,825,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.06 | $ 0.06 | $ 0.20 |
Weighted Averate Remaining Term | 5.24 | 6.24 | 4.59 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares | (750,000) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 0.405 | ||
Aggregate Intrinsic Value | $ | $ 2,125 | $ 0 |
10. Asset Retirement Obligati_3
10. Asset Retirement Obligation: Schedule of Asset Retirement Obligations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Asset Retirement Obligation - beginning balance | $ 155,951 | $ 347,778 |
Reduction of Asset retirement obligation | 0 | (205,738) |
Accretion Expense | 6,238 | 13,911 |
Costs Incurred, Asset Retirement Obligation Incurred | $ 162,189 | $ 155,951 |
11. Remediation (Details)
11. Remediation (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Details | ||
Environmental Exit Costs, Assets Previously Disposed, Liability for Remediation | $ 100,000 | $ 100,000 |
12. Income Taxes_ Schedule of_2
12. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Details | ||
Deferred Tax Assets, Capital Loss Carryforwards | $ 57,000 | $ 48,000 |
Deferred Tax Assets, Other Loss Carryforwards | 112,000 | 112,000 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | 68,000 | 66,000 |
Income Tax Reconcilliation Notes Payable in Gold | 29,000 | 0 |
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 | 13,150,000 | 12,547,000 |
Deferred Tax Assets, Gross | 13,694,000 | 13,051,000 |
Deferred Tax Assets, Valuation Allowance | (13,694,000) | (13,051,000) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
12. Income Taxes_ Schedule of_3
12. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (455,000) | $ (547,000) |
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 | (190,000) | $ (227,000) |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 8.70% | |
Effective Income Tax Rate Reconciliation, Deduction, Other, Amount | 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 2,000 | $ 321,000 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (12.20%) | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 643,000 | $ 453,000 |
Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent | (17.50%) | |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 0.00% |
14. Subsequent Events (Details)
14. Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Notes payable related party | |
Subsequent Event, Description | Subsequent to the year ended December 31, 2020, the Company received additional notes payable from a related party of $116,000, net of discount. |
Warrant Exercises | |
Subsequent Event, Description | During February 2021, the Company received $130,000 cash as a result of exercise of Class S warrants at an exercise price of $0.03 per common share. |
Sale of unexercised warrants | |
Subsequent Event, Description | Subsequent to December 31, 2020, Mr. Gallagher sold 6,000,000 of his Class T warrants to Mr. Schara, 1,000,000 Class T warrants to Mr. Sharp, and 500,000 Class T warrants to an employee of the Company. |
Arbitration Final POst Award Orders | |
Subsequent Event, Description | Subsequent to December 31, 2020, on April 7, 2021, the arbitration panel issued two orders |