GRMC Goldrich Mining Company (CE)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number: 001-06412

 

 

GOLDRICH MINING COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

alaska		91-0742812
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2525 E. 29th Ave. Ste. 10B-160
Spokane, WA		99223
(Address of Principal Executive Offices)		(Zip Code)

 

(509) 535-7367

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.10 par value	GRMC	OTC Expert Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o Yes x No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer   o	Accelerated Filer  o
Non-Accelerated Filer x	Small Reporting Company x Emerging Growth Company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o Yes x No

 

Number of shares of issuer’s common stock outstanding at November 13, 2023: 196,559,523

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	22
PART II – OTHER INFORMATION		23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults upon Senior Securities	23
Item 4.	Mine Safety Disclosure	23
Item 5.	Other Information	23
Item 6.	Exhibits	24

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Goldrich Mining Company

Condensed Consolidated Balance Sheets (Unaudited)

 

		September 30,				December 31,
		2023				2022
ASSETS
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
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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:
Preferred stock; no par value, 8,998,700 shares authorized; no shares issued or outstanding			-				-
Convertible preferred stock series A; 5% cumulative dividends, no par value, 1,000,000 shares authorized; 475,000 issued and 150,000 shares outstanding, $300,000 liquidation preferences			150,000				150,000
Convertible preferred stock series B; no par value, 300 shares authorized, 200 shares issued and outstanding, $200,000 liquidation preference			57,758				57,758
Convertible preferred stock series C; no par value, 250 shares authorized, issued and outstanding, $250,000 liquidation preference			52,588				52,588
Convertible preferred stock series D; no par value, 150 shares authorized, 90 shares outstanding, $90,000 liquidation preference			-				-
Convertible preferred stock series E; no par value, 300 shares authorized, issued and outstanding, $300,000 liquidation preference			10,829				10,829
Convertible preferred stock series F; no par value, 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

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

Goldrich Mining Company

Condensed Consolidated Statements of Operations (Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30
		2023				2022				2023				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		$	(nil)			$	(nil)			$	(.01	)		$	(.01	)
Weighted average common shares outstanding – basic and diluted			195,689,958				177,479,791				191,227,818				183,667,400

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

Goldrich Mining Company

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)

2023 Stockholders’ (Deficit)

 

		Preferred Stock								Common Stock								Additional
		Shares				Par Value				Shares				No Par Value				Paid-in Capital				Accumulated Deficit				Total
Balance, December 31, 2022			150,993			$	271,175				185,448,412			$	18,544,841			$	10,447,652			$	(40,478,104	)		$	(11,214,436	)
Common shares issued for subscription payable			-				-				3,000,000				300,000				(270,000	)							30,000
Net Loss			-				-				-				-				-				(419,348	)			(419,348	)
Balance, March 31, 2023			150,993				271,175				188,448,412				18,844,841				10,177,652				(40,897,452	)			(11,603,784	)
Warrants Exercised			-				-				6,777,778				677,778				(515,111	)							162,667
Net Loss			-				-				-				-				-				(393,319	)			(393,319	)
Balance, June 30, 2023			150,993				271,175				195,226,190				19,552,619				9,662,541				(41,290,771	)			(11,834,436	)
Common shares issued for subscription payable			-				-				1,333,333				133,333				(93,333	)							40,000
Net Loss			-				-				-				-				-				(369,393	)			(369,393	)
Balance, September 30, 2023			150,993			$	271,175				196,559,523			$	19,655,952			$	9,569,208			$	(41,660,164	)		$	(12,163,829	)

 

2022 Stockholders’ (Deficit)

 

		Preferred Stock								Common Stock								Additional
		Shares				Par Value				Shares				No Par Value				Paid-in Capital				Accumulated Deficit				Total
Balance, December 31, 2021			151,053			$	271,175				179,787,595			$	17,978,760			$	10,880,576			$	(39,422,474	)		$	(10,291,963	)
Warrants Exercised			-				-				2,660,817				266,081				(162,924	)			-				103,157
Net Loss			-				-				-				-				-				(464,791	)			(464,791	)
Balance, March 31, 2022			151,053				271,175				182,448,412				18,244,841				10,717,652				(39,887,265	)			(10,653,597	)
Warrants Exercised			-				-				1,000,000				100,000				(70,000	)			-				30,000
Preferred D conversion to common			(60	)			-				2,000,000				200,000				(200,000	)			-				-
Net Loss			-				-				-				-				-				(357,388	)			(357,388	)
Balance, June 30, 2022			150,993				271,175				185,448,412				18,544,841				10,447,652				(40,244,653	)			(10,980,985	)
Net Loss			-				-				-				-				-				(328,450	)			(328,450	)
Balance, September 30, 2022			150,993			$	271,175				185,448,412			$	18,544,841			$	10,447,652			$	(40,573,103	)		$	(11,309,435	)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

Goldrich Mining Company

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

		Nine Months Ended
		September 30,
		2023				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

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

Goldrich Mining Company

Notes to the Condensed Consolidated Financial Statements (unaudited)

 

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 Company’s 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 Company’s 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, and an accumulated deficit of $41,660,164 at September 30, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company may profitably execute a production business plan, and thereby, its ability to continue as a going concern may improve and become less dependent on the Company’s ability to raise capital to fund its future exploration and working capital requirements. The Company’s plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Company’s future operations through sales of its common stock and/or debt. The condensed 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 ACCOUNTING POLICIES

 

Earnings (Loss) Per Share

 

We are authorized to issue 750,000,000 shares of common stock, $0.10 par value per share. At September 30, 2023, there were 196,559,523 shares of our common stock issued and outstanding.

 

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

7

 

Goldrich Mining Company

Notes to the Condensed Consolidated Financial Statements (unaudited)

 

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 September 30, 2023				Balance December 31, 2022				Fair Value Hierarchy level
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.

 

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 Goldrich’s 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 manager’s financing, related-party transactions, and other items of dispute in a previous mediation that was unsuccessful in reaching an agreement. As a result, the Company participated in an arbitration before a panel of three independent arbitrators during 2018 through 2022 to address these items.

8

 

Goldrich Mining Company

Notes to the Condensed Consolidated Financial Statements (unaudited)

 

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.

Goldrich Mining Company

Notes to the Condensed Consolidated Financial Statements (unaudited)

 

4.

RELATED PARTY TRANSACTIONS

 

In addition to related party transactions described in Note 5, the Company has accrued amounts to the Company’s 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 CEO’s 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.

 

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, discounted at 5%, or $5,263, resulting in net proceeds of $100,000. These notes were issued with the same terms as the notes payable and notes payable – related party. In a separate agreement, from the notes payable and notes payable – related party, the holders of these notes were granted the right to convert both the principal and interest earned into common shares of the Company at $0.015 per common share.

 

At September 30, 2023 and December 31, 2022, the Company had outstanding convertible notes payable of $105,263 and $nil, respectively. At September 30, 2023, the notes would convert to 7,017,545 common shares.

 

At September 30, 2023 the interest payable of $1,753 for these notes would convert to 116,842 common shares.

10

 

Goldrich Mining Company

Notes to the Condensed Consolidated Financial Statements (unaudited)

 

Notes Payable & Notes Payable – Related Party

 

At September 30, 2023 and December 31, 2022, the Company had outstanding notes payable of $1,276,485 and $1,250,169, respectively, and outstanding notes payable – related party of $4,224,927 and $4,195,979, respectively. The notes payable and notes payable – related party and accrued interest of 15% are 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 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 was from a related party, Nicholas Gallagher, a shareholder and director of the Company, who holds the full balance of the notes payable – related party. During the nine months ended September 30, 2022, the Company received no additional tranches of the notes payable and $83,980 of notes payable - related party. The notes are due upon demand; therefore, all discounts have been immediately expensed to interest expense.

 

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 and $617,824 was expensed during the three and nine-month periods ended September 30, 2023, respectively, of which $158,435 and $474,363 was to related parties, respectively, which is included in interest expense and finance costs. on the condensed consolidated statements of operations. Interest and finders fees are included in accounts payable and accrued liabilities, interest payable and interest payable – related party on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022. Interest of $196,442 and $585,261 was expensed during the three and nine-month periods ended September 30, 2022, respectively, of which $155,626 and $462,814 was to related parties, respectively, which is included in interest expense and finance costs on the condensed consolidated statements of operations.

 

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 Company’s common stock at $0.015 per share. At September 30, 2023, Mr. Gallagher’s 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.

Goldrich Mining Company

Notes to the Condensed Consolidated Financial Statements (unaudited)

 

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 in total. During the three months ended September 30, 2023 and 2022, this resulted in a gain on change in fair value of notes payable in gold of $11,138 and $38,751, respectively. on the condensed consolidated statement of operations. During the nine months ended September 30, 2023 and 2022, this resulted in a loss on change in fair value of notes payable in gold of $15,514 and a gain on change in fair value of notes payable in gold of $35,777, respectively on the condensed consolidated statement of operations.

 

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 and $37,783 was expensed during the three and nine months ended September 30, 2023, respectively, and $188,639 is accrued at September 30, 2023 and is included in interest payable. Interest of $11,789 and $34,146 was expensed during the three and nine months ended September 30, 2022, and $139,639 is accrued at December 31, 2022 and is included in interest payable.

 

7.

STOCKHOLDERS’ DEFICIT

 

During the nine months ended September 30, 2022, two holders of class D preferred stock, converted 60 preferred D shares into 2,000,000 common shares.

 

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 and issued 3,000,000 common shares.

 

During the nine months ended September 30, 2023, the Company received $162,667 cash as a result of the exercise of Class R warrants at an exercise price of $0.024 per common share, resulting in the issuance of 6,777,778 common shares. These shares were originally owned by Mr. Gallagher and were transferred to unrelated parties. During the nine months ended September 30, 2022, the Company received $133,157 cash as a result of the exercise of Class R warrants at an exercise price of $0.03 and $0.045 and T warrants at an exercise price of $0.03 per common share, resulting in the issuance of 3,660,817 common shares. Of that amount, 2,555,555 of the warrants exercised were owned by Mr. Gallagher and were transferred to unrelated parties. The unrelated parties then exercised the warrants for cash.

12

 

Goldrich Mining Company

Notes to the Condensed Consolidated Financial Statements (unaudited)

 

During the year ended December 31, 2021, the Company received an additional $40,000 for the exercise of Class T warrants which are included in stock subscription payable at December 31, 2022. During the nine months ended September 30, 2023, the exercise was complete, and the Company issued 1,333,333 common shares for the exercise.

 

During the nine months ended September 30, 2023, 1,666,667 Class R warrants and 1,041,081 Class T warrants expired.

 

8.

COMMITMENTS AND CONTINGENCIES

 

The Company has entered into a consulting contract for $46,500 for which the services have not yet been received.

 

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 2023 to satisfy its annual labor requirements. This carryover expires in the years 2023 through 2027 if unneeded to satisfy requirements in those years. 

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

 

As used in herein, the terms “Goldrich,” the “Company,” “we,” “us,” and “our” refer to Goldrich Mining Company.

 

This discussion and analysis contains forward-looking statements that involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Except for historical information, the matters set forth herein, which are forward-looking statements, involve certain risks and uncertainties that could cause actual results to differ. Potential risks and uncertainties include, but are not limited to, unexpected changes in business and economic conditions; significant increases or decreases in gold prices; changes in interest and currency exchange rates; unanticipated grade changes; metallurgy, processing, access, availability of materials, equipment, supplies and water; results of current and future exploration and production activities; local and community impacts and issues; timing of receipt and maintenance of government approvals; accidents and labor disputes; environmental costs and risks; competitive factors, including competition for property acquisitions; and availability of external financing at reasonable rates or at all, and those set forth under the heading “Risk Factors” in our Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on July 5, 2023. Forward- looking statements can be identified by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Forward-looking statements are made based on management’s beliefs, estimates, and opinions on the date the statements are made, and the Company undertakes no obligation to update such forward-looking statements if these beliefs, estimates, and opinions should change, except as required by law.

 

This discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis the Company reviews its estimates and assumptions. The estimates were based on historical experience and other assumptions that the Company believes to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but the Company does not believe such differences will materially affect our condensed consolidated financial position or results of operations. Critical accounting policies, the policies the Company believes are most important to the presentation of its condensed consolidated financial statements and require the most difficult, subjective and complex judgments are outlined below in “Critical Accounting Policies” and have not changed significantly.

 

General

 

Our Chandalar, Alaska gold mining property contains both hard-rock (lode) targets and placer deposits and has seen over a hundred years of intermittent mining exploration and extraction history. There has been extraction of gold from several alluvial, or placer gold streams, and from an array of small quartz veins that dot the property. However, only in very recent times is the primary source of the gold becoming evident. As a result of our exploration, considering structural geology, petrographic, geochemical and geophysical evidence, we have realized that all of the gold is sourced within a system of magmatic hydrothermal alteration features such as small pegmatitic dikes and chloritized schist. We believe these features are common to and link all of the hard-rock (lode) prospects, the weathering of which generated the gold placer deposits, and furthermore are an outlying expression of an underlying gold bearing pluton.

We have defined drilling targets for a hard-rock (lode) gold deposit in an area of interest approximately 1,800 feet wide and over five miles long, possibly underlain by a series of mineralized magmatic intrusions (plutons). Exploration therefore has taken on two directions; one toward defining a low-grade, large tonnage body of mineralization running beneath the headwaters of Crystal Creek (formerly Little Squaw Creek) where dense swarms of gold mineralized pegmatitic dikelets are seen, the other a deeper, larger mineralized plutonic body(ies) from which the district’s mineralizing fluids may have emanated and migrated through Chandalar country rock.

 

In December 2021, Goldrich submitted a permit application to the Alaska Department of Natural Resources (“DNR”) to carry out a multi-year, 25,000-foot diamond core drill program at the Company’s Chandalar Property. The permit was received in February 2022. The target zone of this hard-rock (lode) drill program, located on the Crystal Creek drainage, is immediately above and partially overlapping the Crystal Creek placer deposit and mine. The target zone sits at the heart of a zone surrounded by historic placer workings in every creek and four historic hard-rock gold mines. Previous exploration, including drill programs, soil and rock samples, airborne magnetic and radiometric studies, and advanced petrographic studies in addition to the angularity of the placer gold nuggets indicates close proximity of the Crystal Creek placer deposit to a hard-rock source. Subject to financing, Goldrich plans to commence the program in May 2024.

 

Although our main focus continues to be the exploration of these hard-rock targets, we also endeavor to develop our placer properties as a source of internal cash to protect us from future market fluctuations and to provide funds for future exploration. In 2012, Goldrich and NyacAU LLC (“NyacAU”) formed Goldrich NyacAU Placer LLC (“GNP”), a 50/50 joint-venture company, managed by NyacAU, to mine Goldrich’s various placer properties at Chandalar.

 

As shown below, the placer gold extracted by GNP increased each year from 2015 through 2018, trending toward production figures that were anticipated by a preliminary economic assessment authored by qualified geologists for us:

 

Year	Ounces of Placer Gold	Ounces of Fine Gold
2015	4,400	3,900
2016	10,200	8,200
2017	15,000	12,300
2018	20,900	17,100

 

Although GNP’s extraction increased over the years, ultimately the extraction numbers attained over those years fell short of the Minimum Production Requirements required in the GNP Operating Agreement. According to the terms of the agreement, GNP was required to pay a Minimum Production Requirement of 1,100 ounces for 2016, 1,200 ounces for 2017, and 1,300 ounces for 2018 to both Goldrich and NyacAU by October 31, 2018. This payment was not made. Under the joint venture Operating Agreement, GNP would be dissolved if GNP failed to meet the Minimum Production Requirement. On August 20, 2018, we announced the intended dissolution of the GNP joint venture. GNP was formally dissolved in May 2019.

 

Subsequent to 2019, Goldrich commissioned an independent third-party mining engineering firm to complete a mining plan and initial assessment for the Company’s Chandalar Mine. In June, 2021, Goldrich released the results of an independent Initial Assessment Report (the “IA”), prepared in accordance with the new SEC Subpart 1300 property disclosure requirements, for the Company’s Chandalar placer mine. The IA was prepared by Global Resources Engineering (“GRE”), a widely-respected mining engineering firm in Denver, Colorado.

 

After the release of the IA, a Revised and Amended Initial Assessment Report (the “RAIA”) was prepared by GRE and has a revised and amended date of February 24, 2023 and an effective date of May 31, 2021. The RAIA did not change the results of the economic analysis.

Both the IA and RAIA completed the economic analysis based on a 0.004 raw troy ounce per bank cubic yard cutoff pit constrained mineral resource that utilized a 0.002 raw troy ounce per bank cubic yard grade shell for grade estimation so there was no change in the economic analysis. However, the RAIA reported the pit constrained mineral resources at a 0.004 raw troy ounce per bank cubic yard cutoff while the IA pit constrained mineral resource used a 0.002 raw troy ounce per bank cubic yard cutoff. This difference caused measured and indicated mineral resources to decrease from 120,000 ounces of fine gold in the IA to 119,000 ounces of fine gold in the RAIA and inferred mineral resources to decrease from 17,000 ounces of fine gold in the IA to 16,000 ounces of fine gold in the RAIA. The RAIA was also revised to include additional information requested by the SEC and to add statements of opinions of qualified persons on the adequacy of sample preparation, security, analytical procedures, and the adequacy of the data.

 

Using a base case gold price of $1,650, the key economic results of the RAIA with a summarized gold price sensitivity analysis were as follows (A complete copy of the RAIA may be downloaded at https://www.goldrichmining.com/chandalar-gold-district/technical-reports.html).

 

Parameter	Base Case $1,650 Gold	Gold Price Sensitivity Analysis
		$1,500	$2,000	$2,500
Undiscounted Pre-Tax Net Cash Flow:	$75 million	$57 million	$116 million	$175 million
After-tax NPV@5%(1):	$64 million	$50 million	$92 million	$129 million
After-tax IRR(1):	139%	112%	195%	275%
Undiscounted After-tax Net Cash Flow(1):	$72 million	$57 million	$103 million	$145 million
After-tax Payback Period (years):	1.3	1.44	1.19	1.1
All-in Sustaining Costs:	$799/Au oz.
All-in Costs:	$1,064/Au oz.
Total Operating Costs:	$646/Au oz.

 

The RAIA pit-constrained mineral resources for the Crystal Creek Placer deposit at a 0.004 raw troy ounce per bank cubic yard cutoff is as follows:

 

Classification	Resource Volume (1000s bcy)	Raw(1) Gold Grade (troy oz./bcy)	Raw(1) Gold (troy oz)	Fine(2) Gold (troy oz)
Measured	2,609	0.0302	79,000	69,000
Indicated	2,188	0.0265	58,000	50,000
Measured & Indicated	4,797	0.0285	137,000	119,000
Inferred	771	0.0245	19,000	16,000

 

(1)

Raw Gold - Gold as recovered from the placer deposit, historically 84% gold and 16% other metals like silver and copper (referred to as 840 fine). The Mineral Resource is constrained by a 0.002 raw troy ounce per bank cubic yard grade shell and a 0.004 raw troy ounce per bank cubic yard cutoff (840 fineness) at an assumed gold price of 1,600 $/tr oz, assumed mining cost of 4.50 $/bcy, assumed processing and administrative cost of 7.25 $/bcy, an assumed gold purity of 84%, and pit slopes of 45 degrees. These costs are preliminary estimates (prior to economic analysis).

 

(2)

Fine Gold - Gold that is 99.99% pure (referred to as 9999 fine).

 

Goldrich will decide if a preliminary feasibility study should also be prepared for the Chandalar Mine. A preliminary feasibility study would allow Goldrich to disclose any reserves of the Chandalar Mine. The Company is encouraged by the results of the IA as it helps establish the value of the placer deposit, shows a large geochemical anomaly indicative of a potential large hard-rock (lode) gold source, and may provide financing opportunities.

 

Looking forward, our ability to develop either hard-rock (lode) targets or placer deposits is subject to financing. The on-going development of the hard-rock gold targets, the recent change in SEC regulations which allow us to release the new information in the IA, and significant increases in the price of gold since 2019, and the settlement of the arbitration appear to have increased the availability of funds so we are hopeful to secure sufficient funds for a major exploration program and for reopening the placer mine.

Liquidity and Capital Resources

 

We are an exploration stage company and have incurred losses since our inception. We currently do not have sufficient cash to support the Company through 2023 and beyond. We anticipate that we will incur approximately $700,000 for general operating expenses and property maintenance, $275,000 for interest, and $630,000 for interest – related party, over the next 12 months, in addition to the current liabilities on the balance sheet at September 30, 2023 of $12,571,896. Additional funds will be needed for any exploration expenditures, should any be undertaken. We plan to raise the financing through a combination of debt and/or equity placements, sale of mining property interests, and revenue from placer operations.

 

On March 31, 2023, we 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”).

 

Subject to Goldrich making a payment of $105,000 to NyacAU by April 30, 2023 (payment was made on April 27, 2023), the settlement agreement, among other things, resolved 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 terminated and superseded all prior agreements between all Parties except a security agreement between NyacAU and GNP to secure repayment of 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 nature and magnitude of 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 made in 2021 and prior years were removed and the settlement amount of $105,000 was recorded, resulting in a gain on settlement of $533,193 at December 31, 2022.

 

Because the exercise of the option agreement is at the election of the Company, no financial effects of the option have been recognized at September 30, 2023. If the option agreement is exercised by April 2024, the $1,000,000 payment would be recorded for the purchase of equipment, Goldrich would become the named operator on the Chandalar placer mining permits, the $8,500,000 liability would be recognized and a reclamation liability would be recognized. While the GRE Revised and Amended Initial Assessment Report reflects ample resources to justify a mining activity at the Chandalar Mine, the option would only be exercised if we were able to secure financing sufficient to start up a mining operation or secure a mining partner to economically extract the gold in a mining operation.

 

The audit opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2022, disclose a ‘going concern’ qualification to our ability to continue in business. The accompanying consolidated financial statements have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception. We do 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 raising additional funds. We believe that the going concern condition cannot be removed with confidence until the Company has entered into a business climate where funding of its activities is more assured.

 

We currently have only a brief, recent history of a recurring source of revenue and in 2016 received our first cash distribution from the now-dissolved GNP joint venture. If we profitably execute a production business plan, our ability to continue as a going concern may improve and become less dependent on our ability to raise capital to fund our future exploration and working capital requirements. Our plans for the long-term include the profitable exploitation of our mining properties and financing our future operations through sales of our common stock and/or debt. Additionally, the capital markets and general economic conditions in the United States are constantly changing and may present significant obstacles to raising the required funds. These factors raise substantial doubt about our ability to continue as a going concern.

During the nine months ended September 30, 2023, we completed financings of $315,166, compared to $247,137 net cash for note financings and placements of our securities during the nine months ended September 30, 2022. On November 1, 2019, the Company and lenders entered into the Amended and Restated Loan Security and Intercreditor Agreement (the “Agreement”). Under the Agreement, the borrower and holders 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.

 

If we are unable to timely satisfy our obligations under these secured senior notes payable, the notes payable in gold, originally due November 2018 and subsequently amended to be on demand, and the interest on both the secured senior note due quarterly and the notes payable in gold, and we are not able to re-negotiate the terms of such agreements, the holders will have rights against us, including potentially seizing or selling our assets. The notes payable in gold are secured against our right to future distributions of gold extracted by our joint venture with NyacAU. At September 30, 2023, we had outstanding total notes payable in gold of $499,028, representing 266.788 ounces of fine gold due on demand. During the year ended December 31, 2019, the Company renegotiated terms with the holders. The Fourth Delayed Delivery Required Quantity shall be delivered to the Purchaser at the Delivery Point on the date that is 60 days after the date that the Purchaser gives notice to the Company. To date, the gold notes have not been paid, the note holders have not demanded payment and have indicated willingness to work with the Company to extend the due date.

 

At September 30, 2023, the Company had outstanding convertible notes payable of $105,263, notes payable of $1,276,485 and outstanding notes payable – related party of $4,224,927. The notes payable and notes payable – related party had matured on October 31, 2018. In November 2019, the Company and the holders of the notes amended the notes, and the notes are now due within 10 days of a demand notice of the holders. There has been no notice of default or demand issued by any holder.

 

We believe we will be able to secure sufficient financing for further operations and exploration activities of our Company, but we cannot give assurance we will be successful in attracting financing on terms acceptable to us, if at all. Additionally, anticipating continued placer production after dissolution of GNP, we look forward to internal cash flow and additional options for financing. A successful mining operation may provide the long-term financial strength for the Company to remove the going concern condition in future years. To increase its access to financial markets, Goldrich, which currently trades on the OTC Expert Market, intends to requalify to be quoted on the OTCQB of the OTC Markets and intends to also seek a listing of its shares on a recognized stock exchange in Canada.

 

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.

 

Results of Operations

 

On September 30, 2023, we had total liabilities of $12,852,582 and total assets of $688,753. This compares to total liabilities of $11,976,360 and total assets of $761,924 on December 31, 2022. As of September 30, 2023, our liabilities consist of $280,686 for remediation and asset retirement obligations, $499,028 of notes payable in gold, $105,263 of convertible notes payable, $1,276,485 of notes payable, $4,224,927 of notes payable – related party, $1,477,309 of trade payables and accrued liabilities, $901,353 of accrued interest payable, of which $1,753 is convertible, $2,625,829 of accrued convertible interest payable – related party, $1,431,084 due to related parties, and $30,618 for dividends payable. Of these liabilities, $12,571,896 is due within 12 months. The increase in liabilities compared to December 31, 2022 is due to an increase in related party payables from unpaid salaries and fees, an increase in interest payable and convertible interest payable – related party, an increase in notes payable and notes payable – related party and an increase in the fair market value of the notes payable in gold. Total assets and its components did not experience significant changes, with the exception of an increase in cash and a decrease in prepaid expenses during the nine months ended September 30, 2023.

On September 30, 2023, we had negative working capital of $12,534,571 and a stockholders’ deficit of $12,163,829 compared to negative working capital of $11,520,440 and stockholders’ deficit of $11,214,436 for the year ended December 31, 2022. Working capital decreased during the nine months ended September 30, 2023 due to the accruals of accounts and trade payables that exceeded cash proceeds from Notes payable and Notes payable – related party. Stockholders’ equity decreased due to an operating loss for the period ended September 30, 2023.

 

During the three months ended September 30, 2023, the Company reported total operating expense of $152,407, compared to $148,515 for the three months ended September 30, 2022. With the exception of management fees and salaries, professional services, general and administrative expenses, and directors’ fees, all operating expenses are lower year over year. Total other (income) expense for the three months ended September 30, 2023 was $216,986 compared to $179,935 for the same period of 2022, due to an increase in all other expenses in 2023.

 

During the nine months ended September 30, 2023, the Company reported total operating expense of $502,998, compared to $524,754 for the nine months ended September 30, 2022. With the exception of management fees and salaries, professional services, arbitration expenses, and directors’ fees, all operating expenses are lower year over year. Total other (income) expense for the nine months ended September 30, 2023 was $679,062 compared to $625,875 for the same period of 2022, due to an increase in the fair value of notes payable in gold, interest expense related party and miscellaneous income in 2023.

 

During the nine months ended September 30, 2023, we used cash from operating activities of $293,530 compared to $248,711 for the period ended September 30, 2022. Net losses were slightly higher year over year due to an increase in interest expense and interest expense related party and an increase in the fair value of notes payable in gold. Net losses were $1,182,060 and $1,150,629 for the nine months ended September 30, 2023 and 2022, respectively.

 

During the nine months ended September 30, 2023 and 2022 respectively, we used no cash in investing activities.

 

During the nine months ended September 30, 2023, cash of $315,167 was provided by financing activities, compared to $247,137 provided during the same period of 2022.

 

Private Placement Offerings and Warrant Exercises

 

During the year ended December 31, 2021, the Company received an additional $40,000 for the exercise of Class T warrants which are included in stock subscription payable at December 31, 2022. During the nine months ended September 30, 2023, the exercise was complete, and the Company issued 1,333,333 common shares for the exercise.

 

During the year ended December 31, 2022, the Company raised $30,000 from investors for a private placement of common stock at a price of $0.01 per share, and is included in stock subscription payable at December 31, 2022. During the nine months ended September 30, 2023, stock subscription payable was reduced by $30,000 and the Company issued 3,000,000 shares of common stock. No private placement offerings occurred during the nine months ended September 30, 2022.

 

During the nine months ended September 30, 2023, the Company received $162,667 cash as a result of the exercise of Class R warrants at an exercise price of $0.024 per common share, resulting in the issuance of 6,777,778 common shares. These shares were originally owned by Mr. Gallagher and were transferred to unrelated parties. During the nine months ended September 30, 2022, the Company received $133,157 cash as a result of the exercise of Class R warrants at an exercise price of $0.03 and $0.045 and T warrants at an exercise price of $0.03 per common share, resulting in the issuance of 3,660,817 common shares. Of that amount, 2,555,555 of the warrants exercised were owned by Mr. Gallagher and were transferred to unrelated parties. The unrelated parties then exercised the warrants for cash.

Notes Payable in Gold, Convertible Notes Payable, Notes Payable & Notes Payable – Related Party

 

At September 30, 2023, we owed $499,028 for notes payable in Gold, $105,263 for convertible notes payable, $1,276,485 for notes payable and $4,224,927 for notes payable – related party. Interest payable on these borrowings totaled $3,527,182. These borrowings have matured beyond their original due dates and have been amended to be due upon demand.

 

Effective November 1, 2019, we entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (the “Amended Agreement”) and effective August 25, 2021, we entered into First Amendment to the Amended and Restated Loan, Security, and Intercreditor Agreement dated November 1, 2019 (“First Amendment”) with Nicholas Gallagher, a related party and member of our Board of Directors, in his capacity as agent for and on behalf of the holders of the Notes payable.

 

As a result of the borrowings under the notes payable in gold, convertible notes payable, notes payable and notes payable – related party (collectively, the “Notes”), we are faced with a significant hurdle in financing the Company going forward, whether to conduct exploration programs or initiate a mining program at the Chandalar mine. Our near-term cash requirements are greater than the assets we have available to satisfy them, and the holders of the Notes could choose to exercise their rights to demand payment, which would result in a default situation relative to the Notes. Mr. Gallagher is secured in his lending to the Company by means of the Amended Agreement, and if he were to demand payment, the Company would not be able to pay him the amounts due and he would be entitled to sell the assets secured under his deed of trust in order to pay his debt. We believe these holders to be friendly to the Company and that they will refrain from demanding payment, but the Company cannot control the potential demands nor the consequences that would be extracted as a result of default on the Notes.

 

Subsequent Events

 

Not Applicable.

 

Mining Permit and Future Mining Activities

 

The recent upward movements in the price of gold to a range of $1,800 to $2,000 per ounce or higher during the past few years have created renewed interest in gold mining, gold exploration and investments in companies engaging in those activities, including the junior mining/exploration sector in which we participate. Additionally, the fact that we own a mine that has produced over 44,000 ounces in recent years along an annual increasing trend has caught the interest of placer mining companies and investors who support placer mining operations. We believe we have the fundamentals to raise capital and continue our primary strategy of exploration and secondarily placer mining.

 

If we can attract sufficient financing to reinstate the placer mining operation, we may have a viable and productive path forward toward obtaining financing in the short-term to achieve long-term profitability. To effectively pursue this strategy, we have negotiated the option agreement described above to provide for facilities, equipment and mining permit to commence work, while taking on the reclamation liability for the Chandalar placer mine. While the GRE Revised and Amended Initial Assessment Report reflects ample resources to justify a mining activity at the Chandalar placer mine, the option would only be exercised if we were able to secure financing sufficient to start up a mining operation or secure a mining partner to economically extract the gold in a mining operation.

We also believe there are investors motivated to provide funding for exploration programs to locate and exploit the hard rock deposits from which the placer mineralization is coming from. This strategy can be pursued independent of any mining activities.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Inflation

 

We do not believe that inflation has had a significant impact on our condensed consolidated results of operations or financial condition.

 

Contractual Obligations

 

Not Applicable.

 

Critical Accounting Policies

 

We have identified our critical accounting policies, the application of which may materially affect the financial statements, either because of the significance of the financials statement item to which they relate, or because they require management’s judgment in making estimates and assumptions in measuring, at a specific point in time, events which will be settled in the future. The critical accounting policies, judgments and estimates which management believes have the most significant effect on the financial statements are set forth below:

 

●

Estimates of the recoverability of the carrying value of our mining and mineral property assets. We use publicly available pricing or valuation estimates of comparable property and equipment to assess the carrying value of our mining and mineral property assets. However, if future results vary materially from the assumptions and estimates used by us, we may be required to recognize an impairment in the assets’ carrying value.

 

●

Estimates of our environmental liabilities. Our potential obligations in environmental remediation, asset retirement obligations or reclamation activities are considered critical due to the assumptions and estimates inherent in accruals of such liabilities, including uncertainties relating to specific reclamation and remediation methods and costs, the application and changing of environmental laws, regulations and interpretations by regulatory authorities.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of, and with the participation of, our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were not effective due to the size of our staff and the resulting inability to segregate duties; however, material information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules and forms.

 

Changes in internal controls over financial reporting

 

During the three months ended September 30, 2023, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

In 2018, we filed a claim before an Arbitration panel consisting of 3 independent arbitrators against our joint venture partner to obtain relief from certain accounting practices employed by the manager of the joint venture. In response to our filing, the managing partner, NyacAU LLC, filed an Arbitration Counter Claim against us, naming the officers and directors of the Company as they were constituted in 2012, at the time the JV’s Operating Agreement was signed by the respective partners. 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”).

 

Goldrich made a payment of $105,000 to NyacAU by April 30, 2023, and the settlement agreement, among other things, resolved 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.

 

Item 1A.  Risk Factors

 

There have been no changes to our risk factors as reported in our annual report on Form 10-K for the year ended December 31, 2022.

 

Item 2.  Unregistered Sales of Equity Securities and Use Of Proceeds

 

See full disclosure in section entitled “Sale of Unregistered Securities” above, which is incorporated by reference to this Item 2.

 

Item 3.  Defaults upon Senior Securities

 

None.

 

Item 4.  Mine Safety Disclosure

 

Our exploration properties are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (The “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.

 

During the three months ended September 30, 2023, we had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.

 

Item 5.  Other Information

 

None.

Item 6. Exhibits

 

Exhibit No.		Document
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

 

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 13, 2023

 

	GOLDRICH MINING COMPANY
	By	/s/  William Schara
	William Schara, Chief Executive Officer and President

 

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 13, 2023

 

	GOLDRICH MINING COMPANY
	By	/s/ Ted R. Sharp
	Ted R. Sharp, Chief Financial Officer

 

Exhibit 31.1

 

CERTIFICATION

 

I, William Schara, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Goldrich Mining Company;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2023

 

By:	/s/ William Schara
	William Schara, Chief Executive Officer, President and Principal Executive Officer

 

A signed original of this written statement has been provided to the registrant and will be retained by the registrant to be furnished to the Securities and Exchange Commission or its staff upon request.

 

Exhibit 31.2

 

CERTIFICATION

 

I, Ted R. Sharp, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Goldrich Mining Company;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2023

 

By:	/s/  Ted R. Sharp
	Ted R. Sharp, Chief Financial Officer, Principal Financial Officer

 

A signed original of this written statement has been provided to the registrant and will be retained by the registrant to be furnished to the Securities and Exchange Commission or its staff upon request.

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Goldrich Mining Company, (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Schara, Chief Executive Officer, President and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Goldrich Mining Company.

 

/s/ William Schara	DATE:  November 13, 2023
William Schara, Chief Executive Officer and President

 

A signed original of this written statement required by Section 906 has been provided to Goldrich Mining Company and will be retained by Goldrich Mining Company to be furnished to the Securities and Exchange Commission or its staff upon request.

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Goldrich Mining Company, (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ted R. Sharp, Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 81 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Goldrich Mining Company.

 

/s/ Ted R. Sharp	DATE:  November 13, 2023
Ted R. Sharp, Chief Financial Officer

 

A signed original of this written statement required by Section 906 has been provided to Goldrich Mining Company and will be retained by Goldrich Mining Company to be furnished to the Securities and Exchange Commission or its staff upon request.

v3.23.3

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

v3.23.3

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

v3.23.3

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

v3.23.3

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

v3.23.3

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

v3.23.3

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

v3.23.3

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 Company’s 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 Company’s 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, and an accumulated deficit of $41,660,164 at September 30, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company may profitably execute a production business plan, and thereby, its ability to continue as a going concern may improve and become less dependent on the Company’s ability to raise capital to fund its future exploration and working capital requirements. The Company’s plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Company’s future operations through sales of its common stock and/or debt. The condensed 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.

v3.23.3

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 shares of common stock, $0.10 par value per share. At September 30, 2023, there were 196,559,523 shares of our common stock issued and outstanding.   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 September 30, 2023        Balance December 31, 2022        Fair Value Hierarchy level   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.

v3.23.3

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 Goldrich’s 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 manager’s financing, related-party transactions, and other items of dispute in a previous mediation that was unsuccessful in reaching an agreement. As a result, the Company participated in an arbitration before a panel of three independent arbitrators during 2018 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.

v3.23.3

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 Company’s 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 CEO’s 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.

v3.23.3

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, discounted at 5%, or $5,263, resulting in net proceeds of $100,000. These notes were issued with the same terms as the notes payable and notes payable – related party. In a separate agreement, from the notes payable and notes payable – related party, the holders of these notes were granted the right to convert both the principal and interest earned into common shares of the Company at $0.015 per common share.   At September 30, 2023 and December 31, 2022, the Company had outstanding convertible notes payable of $105,263 and $nil, respectively. At September 30, 2023, the notes would convert to 7,017,545 common shares.   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 and $1,250,169, respectively, and outstanding notes payable – related party of $4,224,927 and $4,195,979, respectively. The notes payable and notes payable – related party and accrued interest of 15% are 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 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 was from a related party, Nicholas Gallagher, a shareholder and director of the Company, who holds the full balance of the notes payable – related party. During the nine months ended September 30, 2022, the Company received no additional tranches of the notes payable and $83,980 of notes payable - related party. The notes are due upon demand; therefore, all discounts have been immediately expensed to interest expense.   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 and $617,824 was expensed during the three and nine-month periods ended September 30, 2023, respectively, of which $158,435 and $474,363 was to related parties, respectively, which is included in interest expense and finance costs. on the condensed consolidated statements of operations. Interest and finders fees are included in accounts payable and accrued liabilities, interest payable and interest payable – related party on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022. Interest of $196,442 and $585,261 was expensed during the three and nine-month periods ended September 30, 2022, respectively, of which $155,626 and $462,814 was to related parties, respectively, which is included in interest expense and finance costs on the condensed consolidated statements of operations.   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 Company’s common stock at $0.015 per share. At September 30, 2023, Mr. Gallagher’s 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.

v3.23.3

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 in total. During the three months ended September 30, 2023 and 2022, this resulted in a gain on change in fair value of notes payable in gold of $11,138 and $38,751, respectively. on the condensed consolidated statement of operations. During the nine months ended September 30, 2023 and 2022, this resulted in a loss on change in fair value of notes payable in gold of $15,514 and a gain on change in fair value of notes payable in gold of $35,777, respectively on the condensed consolidated statement of operations.   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 and $37,783 was expensed during the three and nine months ended September 30, 2023, respectively, and $188,639 is accrued at September 30, 2023 and is included in interest payable. Interest of $11,789 and $34,146 was expensed during the three and nine months ended September 30, 2022, and $139,639 is accrued at December 31, 2022 and is included in interest payable.

v3.23.3

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 preferred D shares into 2,000,000 common shares.   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 and issued 3,000,000 common shares.   During the nine months ended September 30, 2023, the Company received $162,667 cash as a result of the exercise of Class R warrants at an exercise price of $0.024 per common share, resulting in the issuance of 6,777,778 common shares. These shares were originally owned by Mr. Gallagher and were transferred to unrelated parties. During the nine months ended September 30, 2022, the Company received $133,157 cash as a result of the exercise of Class R warrants at an exercise price of $0.03 and $0.045 and T warrants at an exercise price of $0.03 per common share, resulting in the issuance of 3,660,817 common shares. Of that amount, 2,555,555 of the warrants exercised were owned by Mr. Gallagher and were transferred to unrelated parties. The unrelated parties then exercised the warrants for cash.   During the year ended December 31, 2021, the Company received an additional $40,000 for the exercise of Class T warrants which are included in stock subscription payable at December 31, 2022. During the nine months ended September 30, 2023, the exercise was complete, and the Company issued 1,333,333 common shares for the exercise.   During the nine months ended September 30, 2023, 1,666,667 Class R warrants and 1,041,081 Class T warrants expired.

v3.23.3

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 for which the services have not yet been received.   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 2023 to satisfy its annual labor requirements. This carryover expires in the years 2023 through 2027 if unneeded to satisfy requirements in those years.

v3.23.3

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 shares of common stock, $0.10 par value per share. At September 30, 2023, there were 196,559,523 shares of our common stock issued and outstanding.   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 September 30, 2023        Balance December 31, 2022        Fair Value Hierarchy level   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.

v3.23.3

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 September 30, 2023        Balance December 31, 2022        Fair Value Hierarchy level   Liabilities                         Recurring: Notes payable in gold (Note 6)   $ 499,028     $ 483,514     2

v3.23.3

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.

v3.23.3

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

v3.23.3

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

v3.23.3

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

v3.23.3

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

v3.23.3

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.

v3.23.3

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

v3.23.3

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

v3.23.3

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

v3.23.3

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

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