Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-06412 | |
Entity Registrant Name | GOLDRICH MINING COMPANY | |
Entity Central Index Key | 0000059860 | |
Entity Tax Identification Number | 91-0742812 | |
Entity Incorporation, State or Country Code | AK | |
Entity Address, Address Line One | 2525 E. 29th | |
Entity Address, Address Line Two | Ave. Ste. 10B-160 | |
Entity Address, City or Town | Spokane | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 99223 | |
City Area Code | (509) | |
Local Phone Number | 535-7367 | |
Entity Current Reporting Status | No | |
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 Common Stock, Shares Outstanding | 196,559,523 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 25,606 | $ 3,969 |
Prepaid expenses | 11,719 | 106,527 |
Total current assets | 37,325 | 110,496 |
Mineral interests | 626,428 | 626,428 |
Investment in CGL LLC | 25,000 | 25,000 |
Total assets | 688,753 | 761,924 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,477,309 | 1,534,863 |
Interest payable | 901,353 | 720,111 |
Convertible interest payable – related party | 2,625,829 | 2,151,466 |
Related party payable | 1,431,084 | 1,264,216 |
Convertible notes payable | 105,263 | |
Notes payable | 1,276,485 | 1,250,169 |
Notes payable – related party | 4,224,927 | 4,195,979 |
Notes payable in gold | 499,028 | 483,514 |
Dividends payable on preferred stock | 30,618 | 30,618 |
Total current liabilities | 12,571,896 | 11,630,936 |
Long-term liabilities: | ||
Subscription payable | 70,000 | |
Remediation and asset retirement obligation | 280,686 | 275,424 |
Total long-term liabilities | 280,686 | 345,424 |
Total liabilities | 12,852,582 | 11,976,360 |
Commitments and contingencies (Notes 8) | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | ||
Common stock; $0.10 par value, 750,000,000 shares authorized; 196,559,523 and 185,448,412 issued and outstanding, respectively | 19,655,952 | 18,544,841 |
Additional paid-in capital | 9,569,208 | 10,447,652 |
Accumulated deficit | (41,660,164) | (40,478,104) |
Total stockholders deficit | (12,163,829) | (11,214,436) |
Total liabilities and stockholders deficit | 688,753 | 761,924 |
Series A Preferred Stock [Member] | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | 150,000 | 150,000 |
Series B Preferred Stock [Member] | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | 57,758 | 57,758 |
Series C Preferred Stock [Member] | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | 52,588 | 52,588 |
Series D Preferred Stock [Member] | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | ||
Series E Preferred Stock [Member] | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference | 10,829 | 10,829 |
Series F Preferred Stock [Member] | ||
Stockholders deficit: | ||
Convertible preferred stock series F; no par value, 300 shares authorized, 153 shares issued and outstanding, $50,000 liquidation preference |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 8,998,700 | 8,998,700 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.10 | $ 0.10 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares, Issued | 196,559,523 | 185,448,412 |
Common Stock, Shares, Outstanding | 196,559,523 | 185,448,412 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 475,000 | 475,000 |
Preferred Stock, Shares Outstanding | 150,000 | 150,000 |
Preferred Stock, Liquidation Preference, Value | $ 300,000 | $ 300,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Issued | 200 | 200 |
Preferred Stock, Shares Outstanding | 200 | 200 |
Preferred Stock, Liquidation Preference, Value | $ 200,000 | $ 200,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 250 | 250 |
Preferred Stock, Shares Issued | 250 | 250 |
Preferred Stock, Shares Outstanding | 250 | 250 |
Preferred Stock, Liquidation Preference, Value | $ 250,000 | $ 250,000 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 150 | 150 |
Preferred Stock, Shares Issued | 90 | 90 |
Preferred Stock, Shares Outstanding | 90 | 90 |
Preferred Stock, Liquidation Preference, Value | $ 90,000 | $ 90,000 |
Series E Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Issued | 300 | 300 |
Preferred Stock, Shares Outstanding | 300 | 300 |
Preferred Stock, Liquidation Preference, Value | $ 300,000 | $ 300,000 |
Series F Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 300 | 300 |
Preferred Stock, Shares Issued | 153 | 153 |
Preferred Stock, Shares Outstanding | 153 | 153 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Mine preparation costs | $ 2,114 | $ 11,216 | $ 7,501 | $ 25,443 |
Management fees and salaries | 49,150 | 46,388 | 147,050 | 143,813 |
Professional services | 14,074 | 244 | 69,884 | 61,185 |
General and administration | 49,580 | 48,090 | 146,033 | 152,186 |
Office supplies and other | 1,463 | 5,992 | 4,513 | 21,891 |
Directors fees | 3,100 | 2,500 | 8,800 | 6,100 |
Mineral property maintenance | 31,486 | 31,942 | 94,459 | 94,915 |
Arbitration and settlement costs (Note 3) | 1,440 | 2,143 | 24,758 | 19,221 |
Total operating expenses | 152,407 | 148,515 | 502,998 | 524,754 |
Other (income) expense: | ||||
Miscellaneous income | (5,787) | |||
Change in fair value of notes payable in gold | (11,138) | (38,751) | 15,514 | (35,777) |
Interest expense and finance costs – related party | 158,435 | 155,627 | 474,363 | 462,814 |
Interest expense and finance costs | 69,689 | 63,059 | 194,972 | 198,838 |
Total other (income) expense | 216,986 | 179,935 | 679,062 | 625,875 |
Net loss | 369,393 | 328,450 | 1,182,060 | 1,150,629 |
Preferred dividends | 1,917 | 1,917 | 5,688 | 5,688 |
Net loss available to common stockholders | $ 371,310 | $ 330,367 | $ 1,187,748 | $ 1,156,317 |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding – basic and diluted | 195,689,958 | 177,479,791 | 191,227,818 | 183,667,400 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 271,175 | $ 17,978,760 | $ 10,880,576 | $ (39,422,474) | $ (10,291,963) |
Beginning Balance, Shares at Dec. 31, 2021 | 151,053 | 179,787,595 | |||
Net Loss | (464,791) | (464,791) | |||
Warrants Exercised | $ 266,081 | (162,924) | 103,157 | ||
Warrants exercised, Shares | 2,660,817 | ||||
Ending balance, value at Mar. 31, 2022 | $ 271,175 | $ 18,244,841 | 10,717,652 | (39,887,265) | (10,653,597) |
Ending Balance, Shares at Mar. 31, 2022 | 151,053 | 182,448,412 | |||
Beginning balance, value at Dec. 31, 2021 | $ 271,175 | $ 17,978,760 | 10,880,576 | (39,422,474) | (10,291,963) |
Beginning Balance, Shares at Dec. 31, 2021 | 151,053 | 179,787,595 | |||
Common shares issued for subscription payable | |||||
Net Loss | (1,150,629) | ||||
Warrants Exercised | 133,157 | ||||
Warrants exercised, Shares | 3,660,817 | ||||
Preferred D conversion to common | 200,000 | ||||
Preferred D conversion to common, Shares | 2,000,000 | ||||
Ending balance, value at Sep. 30, 2022 | $ 271,175 | $ 18,544,841 | 10,447,652 | (40,573,103) | (11,309,435) |
Ending Balance, Shares at Sep. 30, 2022 | 150,993 | 185,448,412 | |||
Beginning balance, value at Mar. 31, 2022 | $ 271,175 | $ 18,244,841 | 10,717,652 | (39,887,265) | (10,653,597) |
Beginning Balance, Shares at Mar. 31, 2022 | 151,053 | 182,448,412 | |||
Net Loss | (357,388) | (357,388) | |||
Warrants Exercised | $ 100,000 | (70,000) | 30,000 | ||
Warrants exercised, Shares | 1,000,000 | ||||
Preferred D conversion to common | $ 200,000 | (200,000) | |||
Preferred D conversion to common, Shares | (60) | 2,000,000 | |||
Ending balance, value at Jun. 30, 2022 | $ 271,175 | $ 18,544,841 | 10,447,652 | (40,244,653) | (10,980,985) |
Ending Balance, Shares at Jun. 30, 2022 | 150,993 | 185,448,412 | |||
Net Loss | (328,450) | (328,450) | |||
Ending balance, value at Sep. 30, 2022 | $ 271,175 | $ 18,544,841 | 10,447,652 | (40,573,103) | (11,309,435) |
Ending Balance, Shares at Sep. 30, 2022 | 150,993 | 185,448,412 | |||
Beginning balance, value at Dec. 31, 2022 | $ 271,175 | $ 18,544,841 | 10,447,652 | (40,478,104) | (11,214,436) |
Beginning Balance, Shares at Dec. 31, 2022 | 150,993 | 185,448,412 | |||
Common shares issued for subscription payable | $ 300,000 | (270,000) | 30,000 | ||
Common shares issued for subscription payable, Shares | 3,000,000 | ||||
Net Loss | (419,348) | (419,348) | |||
Ending balance, value at Mar. 31, 2023 | $ 271,175 | $ 18,844,841 | 10,177,652 | (40,897,452) | (11,603,784) |
Ending Balance, Shares at Mar. 31, 2023 | 150,993 | 188,448,412 | |||
Beginning balance, value at Dec. 31, 2022 | $ 271,175 | $ 18,544,841 | 10,447,652 | (40,478,104) | (11,214,436) |
Beginning Balance, Shares at Dec. 31, 2022 | 150,993 | 185,448,412 | |||
Common shares issued for subscription payable | 70,000 | ||||
Common shares issued for subscription payable, Shares | 3,000,000 | ||||
Net Loss | (1,182,060) | ||||
Warrants Exercised | 30,000 | ||||
Preferred D conversion to common | |||||
Ending balance, value at Sep. 30, 2023 | $ 271,175 | $ 19,655,952 | 9,569,208 | (41,660,164) | (12,163,829) |
Ending Balance, Shares at Sep. 30, 2023 | 196,559,523 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 271,175 | $ 18,844,841 | 10,177,652 | (40,897,452) | (11,603,784) |
Beginning Balance, Shares at Mar. 31, 2023 | 150,993 | 188,448,412 | |||
Net Loss | (393,319) | (393,319) | |||
Warrants Exercised | $ 677,778 | (515,111) | 162,667 | ||
Warrants exercised, Shares | 6,777,778 | ||||
Ending balance, value at Jun. 30, 2023 | 271,175 | $ 19,552,619 | 9,662,541 | (41,290,771) | (11,834,436) |
Ending Balance, Shares at Jun. 30, 2023 | 195,226,190 | ||||
Common shares issued for subscription payable | $ 133,333 | (93,333) | 40,000 | ||
Common shares issued for subscription payable, Shares | 1,333,333 | ||||
Net Loss | (369,393) | (369,393) | |||
Ending balance, value at Sep. 30, 2023 | $ 271,175 | $ 19,655,952 | $ 9,569,208 | $ (41,660,164) | $ (12,163,829) |
Ending Balance, Shares at Sep. 30, 2023 | 196,559,523 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (1,182,060) | $ (1,150,629) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Finance costs | 8,027 | 4,420 |
Change in fair value of notes payable in gold | 15,514 | (35,777) |
Accretion of asset retirement obligation | 5,262 | 5,060 |
Change in: | ||
Prepaid expenses | 94,808 | 65,371 |
Accounts payable and accrued liabilities | (57,554) | 63,815 |
Interest payable | 181,242 | 174,557 |
Convertible interest payable – related party | 474,363 | 462,814 |
Related party payable | 166,868 | 161,658 |
Net cash used - operating activities | (293,530) | (248,711) |
Cash flows from financing activities: | ||
Proceeds from warrant exercises, net | 162,667 | 133,157 |
Proceeds from convertible notes payable, net | 100,000 | |
Proceeds from notes payable | 25,000 | |
Proceeds on subscription payable | 30,000 | |
Proceeds from notes payable– related party, net | 27,500 | 83,980 |
Net cash provided - financing activities | 315,167 | 247,137 |
Net increase (decrease) in cash and cash equivalents | 21,637 | (1,574) |
Cash and cash equivalents, beginning of period | 3,969 | 3,762 |
Cash and cash equivalents, end of period | 25,606 | 2,188 |
Non-cash Investing and Financing Activities: | ||
Common shares issued for subscription payable | 70,000 | |
Common shares issued for conversion of Series D preferred stock | $ 200,000 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements and as a result, they are condensed. In the opinion of the Companys management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three and nine-month periods ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. For further information refer to the financial statements and footnotes thereto in the Companys Annual Report on Form 10-K for the year ended December 31, 2022. Going Concern The accompanying condensed 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, negative working capital of $ 12,534,571 41,660,164 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Earnings (Loss) Per Share We are authorized to issue 750,000,000 0.10 196,559,523 For the three and nine-month periods ended September 30, 2023 and 2022, potentially dilutive shares including outstanding stock options, warrants, convertible interest payable, and convertible preferred stock were excluded from the computation of diluted loss per share because they were anti-dilutive due to net losses in those periods. For the three and nine-month periods ended September 30, 2023 and 2022, potentially dilutive common stock equivalents excluded from the calculation of diluted earnings per share are as follows: Schedule of Anti-Dilutive Stock Common Stock Equivalent September 30, 2023 September 30, 2022 Stock options 875,000 1,050,000 Warrants 7,295,587 18,667,077 Convertible Preferred Stock 30,190,475 30,190,475 Convertible interest payable 175,172,124 132,934,200 Convertible notes payable 7,017,545 - Total` 220,550,731 182,841,752 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 2023 and 2022, the Company determined fair value on a recurring basis and non-recurring basis as follows: Schedule of Fair Value On Recurring and Non-Recurring Basis Balance Balance Fair Value Liabilities Recurring: Notes payable in gold (Note 6) $ 499,028 $ 483,514 2 The carrying amounts of financial instruments, including notes payable and notes payable – related party, approximate fair value at September 30, 2023 and December 31, 2022. The inputs to the valuation of Level 2 liabilities are described in Note 6 Notes Payable in Gold |
JOINT VENTURE
JOINT VENTURE | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE | 3. 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 and made effective April 2, 2012. In each case as used herein in reference to the JV, production is as defined by the Operating Agreement. As part of the Operating Agreement, GP and NyacAU (together the Members) formed a 50:50 joint venture company, Goldrich NyacAU Placer LLC (GNP), to operate the Chandalar placer mines, with NyacAU acting as managing partner. 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 through 2022 to address these items. Settlement Agreement On March 31, 2023, the Company signed a settlement agreement between the Company, NyacAU, LLC (NyacAU), Goldrich Placer, LLC (GP), Goldrich NyacAU Placer, LLC (GNP), Dr. J. Michael James, individually (Dr. James), and Bear Leasing, LLC (Bear Leasing) (each a Party and, collectively, the Parties). In April 2023, all outstanding arbitration issues were resolved with a settlement agreement whereby Goldrich paid $105,000 to NyacAU. The resolution includes all outstanding arbitration issues, awards, and orders including mutual release of all outstanding issues before the Alaska superior court and all court-entered judgments. The agreement also terminates and supersedes all prior agreements between all Parties except a security agreement between NyacAU and GNP to secure repayment of fifty percent (50%) of a funding mechanism known as Line of Credit 1 (LOC1), which was advanced by NyacAU to GNP. GNP was formally dissolved in 2019. Even though the settlement agreement was consummated subsequent to the end of the 2022 year, the arbitration claim was filed and has been open since 2018; therefore, the event requires the financial effects to be reflected in the financial statement for the year ended December 31, 2022. As a result, the previous expense accruals of $638,193 for arbitration awards and interest made in 2021 and prior years were removed and the settlement amount of $105,000 was recorded. This resulted in a gain on settlement being recorded at December 31, 2022 of $533,193. Option Agreement Concurrent with signing the settlement agreement, Goldrich also signed an option agreement with the Parties. The option agreement, among other things, grants Goldrich, or its designee, the right, but not the obligation, to become operator of the Chandalar placer mining permit. If the option is exercised, Goldrich or its designee would also obtain ownership of all camp facilities and mining equipment remaining at the Chandalar placer mine site owned by NyacAU and its affiliates. Currently Goldrich owns the claims but NyacAU is the named operator on the mining permits. To exercise the option, Goldrich, or its designee, must give written and electronic notice of its intent to do so by April 30, 2024 and pay $1,000,000 into escrow within five business days of giving notice. Upon exercise of the option, Goldrich or its designee would assume all reclamation responsibilities and liability and NyacAU would be released from any reclamation liability. Also, NyacAU would be entitled to limited payments out of the production of placer gold at the Chandalar placer mine up to the greater of $8,500,000 or 4,860 ounces of fine gold (the Maximum Amount). No production payment shall be due to NyacAU on the first 5,000 ounces of fine gold production. Thereafter, NyacAU would receive at least 5% of all production from the Chandalar placer mine until the Maximum Amount is paid. Additionally, after the first 5,000 ounces of fine gold production, NyacAU would be entitled to a minimum annual payment equal to the value of $120,000 or 68 fine gold ounces, whichever is greater, and such payment would apply towards the satisfaction of the Maximum Amount. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS In addition to related party transactions described in Note 5, 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 September 30, 2023, the CEOs salary has not been paid in full. Salary due to the CFO has been accrued and remains unpaid, as have board of directors fees. Schedule of Related Party Transactions CEO Nine Months ended 9/30/23 Year ended 12/31/22 Balance at beginning of period $ 994,017 $ 793,720 Deferred salary 135,000 180,000 Deferred expenses 12,545 20,297 Payments (2,200 ) - Ending Balance $ 1,139,362 $ 994,017 CFO Balance at beginning of period $ 104,844 $ 91,981 Deferred fees 12,050 12,863 Payments (7,500 ) - Ending Balance $ 109,394 $ 104,844 Board fees payable and expenses payable (1, 2) 182,328 165,355 Total Related party payables $ 1,431,084 $ 1,264,216 1) At September 30, 2023 and December 31, 2022, the Company owed $1,302, respectively, to Mr. William Orchow, a director and related party for arbitration related expenses. 2) At September 30, 2023 and December 31, 2022, the Company owed Mr. Nicholas Gallagher, a director and related party $35,126 and $26,953, respectively, for legal expenses related to the notes payable and notes payable – related party. |
CONVERTIBLE NOTE PAYABLE, NOTES
CONVERTIBLE NOTE PAYABLE, NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE, NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY | 5. CONVERTIBLE NOTE PAYABLE, NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY Convertible Notes Payable In August 2023, the Company issued convertible notes payable of $ 105,263 5,263 100,000 At September 30, 2023 and December 31, 2022, the Company had outstanding convertible notes payable of $ 105,263 At September 30, 2023 the interest payable of $1,753 for these notes would convert to 116,842 common shares. Notes Payable & Notes Payable – Related Party At September 30, 2023 and December 31, 2022, the Company had outstanding notes payable of $ 1,276,485 4,224,927 4,195,979 During the nine months ended September 30, 2023, the Company issued additional notes payable of $55,264, discounted at 5%, or $2,764, resulting in net proceeds of $52,500 of which $ 27,500 Nicholas Gallagher During the three and nine months ended September 30, 2023 the Company incurred finder fees totaling $360 and $1,185, of which $nil and $825 was to related party entities, respectively. During the three and nine months ended September 30, 2022 the Company incurred finder fees totaling $1,650 and $2,969, to related party entities. Interest of $ 208,056 617,824 158,435 474,363 196,442 585,261 155,626 462,814 Inter-Creditor Agreement As a result of an Amended and Restated Loan, Security, and Intercreditor Agreement (the Amended Agreement) dated November 1, 2019 and a First Amendment dated August 25, 2021, for each holder of the notes payable, whether or not a related party: 1. The borrower and holder entered into a Deed of Trust whereunder the notes are secured by a security interest in all real property, claims, contracts, agreements, leases, permits and the like. 2. The Company entered into a written Guaranty (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. 3. Mr. Gallagher, at his option, has the right to convert outstanding but unpaid and future interest on his note into shares of the Companys common stock at $0.015 per share. At September 30, 2023, Mr. Gallaghers interest would convert to 175,055,281 common shares. 4. All loans by Mr. Gallagher and any additional loans made by Mr. Gallagher are designated as Senior Notes and accounted for as Notes payable – related party and all loans by the other holders made prior to August 25, 2021 were designated as Junior Notes. Additionally, notes arising in the future to certain unrelated parties are also designated as Senior Notes. Senior Notes, which include principal and interest are entitled to be repaid in full before any of the Junior Notes are repaid. 5. The Company confirmed that the written Guaranty extends to the repayment of additional loans made by the holders. 6. The Company confirmed that repayment of additional loans will be and remain secured by the Deed of Trust. |
NOTES PAYABLE IN GOLD
NOTES PAYABLE IN GOLD | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable In Gold | |
NOTES PAYABLE IN GOLD | 6. NOTES PAYABLE IN GOLD During 2013, the Company issued notes payable in gold totaling $820,000, less a discount of $205,000, for net proceeds of $615,000. Under the terms of the notes, the Company agreed to deliver gold to the holders at the lesser of $1,350 per ounce of fine gold or a 25% discount to market price as calculated on the contract date and specify delivery of gold in November 2014. The notes bear interest at a rate of 10% per annum and penalty interest of 10% per annum on any due and unpaid interest. 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 September 30, 2023 and December 31, 2022, 266.788 ounces of fine gold was due and deliverable to the holder of the notes. 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 September 30, 2023 of approximately $1,871 per ounce as quoted on the London PM Fix market or $ 499,028 11,138 38,751 15,514 35,777 At December 31, 2022, the fair value was calculated using the market approach with Level 2 inputs of gold delivery contracts based upon previous contractual delivery dates. At December 31, 2022, the Company had outstanding total notes payable in gold of $ 483,514 Interest of $ 13,015 37,783 11,789 34,146 139,639 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | 7. STOCKHOLDERS DEFICIT During the nine months ended September 30, 2022, two holders of class D preferred stock, converted 60 2,000,000 During the year ended December 31, 2022, the Company received cash of $30,000 which is included in stock subscription payable at December 31, 2022, for a private placement of common shares priced at $0.01 per share, of which $5,000 was from William Orchow, a related party. During the nine months ended September 30, 2023, the Company reduced stock subscription payable by $ 30,000 3,000,000 During the nine months ended September 30, 2023, the Company received $ 162,667 6,777,778 133,157 3,660,817 During the year ended December 31, 2021, the Company received an additional $ 40,000 1,333,333 During the nine months ended September 30, 2023, 1,666,667 1,041,081 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES The Company has entered into a consulting contract for $ 46,500 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 61,100 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Anti-Dilutive Stock Common Stock Equivalent | Earnings (Loss) Per Share We are authorized to issue 750,000,000 0.10 196,559,523 For the three and nine-month periods ended September 30, 2023 and 2022, potentially dilutive shares including outstanding stock options, warrants, convertible interest payable, and convertible preferred stock were excluded from the computation of diluted loss per share because they were anti-dilutive due to net losses in those periods. For the three and nine-month periods ended September 30, 2023 and 2022, potentially dilutive common stock equivalents excluded from the calculation of diluted earnings per share are as follows: Schedule of Anti-Dilutive Stock Common Stock Equivalent September 30, 2023 September 30, 2022 Stock options 875,000 1,050,000 Warrants 7,295,587 18,667,077 Convertible Preferred Stock 30,190,475 30,190,475 Convertible interest payable 175,172,124 132,934,200 Convertible notes payable 7,017,545 - Total` 220,550,731 182,841,752 |
Fair Value Measurements | Fair Value Measurements When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. During 2023 and 2022, the Company determined fair value on a recurring basis and non-recurring basis as follows: Schedule of Fair Value On Recurring and Non-Recurring Basis Balance Balance Fair Value Liabilities Recurring: Notes payable in gold (Note 6) $ 499,028 $ 483,514 2 The carrying amounts of financial instruments, including notes payable and notes payable – related party, approximate fair value at September 30, 2023 and December 31, 2022. The inputs to the valuation of Level 2 liabilities are described in Note 6 Notes Payable in Gold |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Anti-Dilutive Stock Common Stock Equivalent | Schedule of Anti-Dilutive Stock Common Stock Equivalent September 30, 2023 September 30, 2022 Stock options 875,000 1,050,000 Warrants 7,295,587 18,667,077 Convertible Preferred Stock 30,190,475 30,190,475 Convertible interest payable 175,172,124 132,934,200 Convertible notes payable 7,017,545 - Total` 220,550,731 182,841,752 |
Schedule of Fair Value On Recurring and Non-Recurring Basis | During 2023 and 2022, the Company determined fair value on a recurring basis and non-recurring basis as follows: Schedule of Fair Value On Recurring and Non-Recurring Basis Balance Balance Fair Value Liabilities Recurring: Notes payable in gold (Note 6) $ 499,028 $ 483,514 2 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions CEO Nine Months ended 9/30/23 Year ended 12/31/22 Balance at beginning of period $ 994,017 $ 793,720 Deferred salary 135,000 180,000 Deferred expenses 12,545 20,297 Payments (2,200 ) - Ending Balance $ 1,139,362 $ 994,017 CFO Balance at beginning of period $ 104,844 $ 91,981 Deferred fees 12,050 12,863 Payments (7,500 ) - Ending Balance $ 109,394 $ 104,844 Board fees payable and expenses payable (1, 2) 182,328 165,355 Total Related party payables $ 1,431,084 $ 1,264,216 1) At September 30, 2023 and December 31, 2022, the Company owed $1,302, respectively, to Mr. William Orchow, a director and related party for arbitration related expenses. 2) At September 30, 2023 and December 31, 2022, the Company owed Mr. Nicholas Gallagher, a director and related party $35,126 and $26,953, respectively, for legal expenses related to the notes payable and notes payable – related party. |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working Capital Deficit | $ 12,534,571 | |
Retained Earnings (Accumulated Deficit) | $ 41,660,164 | $ 40,478,104 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Offsetting Assets [Line Items] | ||
Total` | 220,550,731 | 182,841,752 |
Warrant [Member] | ||
Offsetting Assets [Line Items] | ||
Total` | 7,295,587 | 18,667,077 |
Convertible Preferred Stock [Member] | ||
Offsetting Assets [Line Items] | ||
Total` | 30,190,475 | 30,190,475 |
Equity Option [Member] | ||
Offsetting Assets [Line Items] | ||
Total` | 875,000 | 1,050,000 |
Convertible Interest Payable [Member] | ||
Offsetting Assets [Line Items] | ||
Total` | 175,172,124 | 132,934,200 |
Convertible notes payable | 7,017,545 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Recurring: Notes payable in gold (Note 6) | $ 499,028 | $ 483,514 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Recurring: Notes payable in gold (Note 6) | $ 499,028 | $ 483,514 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 |
Common Stock, Shares, Outstanding | 196,559,523 | 185,448,412 |
Common Stock, Shares, Issued | 196,559,523 | 185,448,412 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Balance at beginning of period | $ 1,264,216 | ||
Total Related party payables | 1,431,084 | $ 1,264,216 | |
Board fees payable and expenses payable | [1],[2] | 182,328 | 165,355 |
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Balance at beginning of period | 994,017 | 793,720 | |
Deferred salary | 135,000 | 180,000 | |
Deferred fees | 12,545 | 20,297 | |
Payments | (2,200) | ||
Total Related party payables | 1,139,362 | 994,017 | |
Chief Financial Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Balance at beginning of period | 104,844 | 91,981 | |
Deferred fees | 12,050 | 12,863 | |
Payments | (7,500) | ||
Total Related party payables | $ 109,394 | $ 104,844 | |
[1]At September 30, 2023 and December 31, 2022, the Company owed $1,302, respectively, to Mr. William Orchow, a director and related party for arbitration related expenses.[2]At September 30, 2023 and December 31, 2022, the Company owed Mr. Nicholas Gallagher, a director and related party $35,126 and $26,953, respectively, for legal expenses related to the notes payable and notes payable – related party. |
CONVERTIBLE NOTE PAYABLE, NOT_2
CONVERTIBLE NOTE PAYABLE, NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Convertible Notes Payable, Current | $ 105,263 | $ 105,263 | $ 105,263 | |||
Amortization of Debt Discount (Premium) | 5,263 | |||||
Proceeds from Convertible Notes Payable, Net | $ 100,000 | 100,000 | ||||
Notes Payable | 1,276,485 | 1,276,485 | 1,250,169 | |||
Notes payable - related party | 4,224,927 | 4,224,927 | $ 4,195,979 | |||
Proceeds from Related Party Debt | 27,500 | 83,980 | ||||
Finder Fees | 208,056 | $ 196,442 | 617,824 | 585,261 | ||
Increase (Decrease) in Due to Related Parties | $ 158,435 | $ 155,626 | 474,363 | $ 462,814 | ||
Nicholas Gallagher | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Proceeds from Related Party Debt | $ 27,500 |
NOTES PAYABLE IN GOLD (Details
NOTES PAYABLE IN GOLD (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes Payable in Gold | $ 499,028 | $ 499,028 | $ 483,514 | ||
Change in Fair Valie of Notes Payable in Gold | 11,138 | $ 38,751 | (15,514) | $ 35,777 | |
Change in Fair Valie of Notes Payable in Gold | (11,138) | (38,751) | 15,514 | (35,777) | |
Interest Payable, Current | 901,353 | 901,353 | 720,111 | ||
Notes Payable In Gold [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest Expense | 13,015 | $ 11,789 | 37,783 | $ 34,146 | |
Interest Payable, Current | 139,639 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes Payable in Gold | $ 499,028 | $ 499,028 | $ 483,514 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 162,667 | $ 30,000 | $ 103,157 | $ 30,000 | $ 133,157 | ||
Class R Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 162,667 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Expirations | 1,666,667 | ||||||
Class T Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 40,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Expirations | 1,041,081 | ||||||
Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred D conversion to common, Shares | 60 | ||||||
Preferred D conversion to common, Shares | (60) | ||||||
Stock Issued During Period, Value, Stock Options Exercised | |||||||
Preferred Stock [Member] | Series D Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred D conversion to common, Shares | 60 | ||||||
Preferred D conversion to common, Shares | (60) | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred D conversion to common, Shares | (2,000,000) | (2,000,000) | |||||
Preferred D conversion to common, Shares | 2,000,000 | 2,000,000 | |||||
Stock Issued During Period, Value, Stock Options Exercised | $ 677,778 | $ 100,000 | $ 266,081 | ||||
Common shares issued for subscription payable, Shares | 1,333,333 | 3,000,000 | 3,000,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 6,777,778 | 1,000,000 | 2,660,817 | 3,660,817 | |||
Common Stock [Member] | Class R Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 6,777,778 | ||||||
Common Stock [Member] | Class T Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 1,333,333 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Nov. 30, 2023 | |
Consulting Contract [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Services yet to be received | $ 46,500 | |
Non Patented Claims [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Legal Fees | $ 125,945 | |
Annual Labor Requirement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Legal Fees | $ 61,100 |