Note 7 - Convertible Note Payable	6 Months Ended
Jun. 30, 2017
Notes to Financial Statements
Convertible Note Payable [Text Block]	7. CONVERTIBLE NOTE PAYABLE On December 29, 2011, the Company and CRA si gned a Binding Term sheet for a convertible note facility for not less than $2,000,000 with a cash coupon of 3% per annum and a guaranteed minimum IRR of 15% at a “Liquidity Event” (the “Convertible Notes”). The Convertible Notes were guaranteed by GGC until the execution of the shares transfer agreements, which occurred on September 26, 2013. On January 17, 2012, the Company signed an “Instrument” covering the Convertible Notes supplementing the December 29, 2011 Binding Term sheet. The Instrument removed the 3% per annum cash coupon and provided that the Convertible Notes could be prepaid at any time prior to a liquidity event at par, defining a Liquidity Event as “an initial public offering of the Company’s ordinary shares on a stock exchange or a Change of Control of the Company or any of its subsidiaries. A Change of Control was defined as “a change of 50.1% or more of a beneficial ownership of the legal and beneficial ownership of the Company or the relevant subsidiary except in the case of an initial public offering.” On February 19, 2012, the Company, GGC, CRA and their respective subsidiaries signed a series of additional agreements which appointed GGM as the interim manager of the business and required reimbursement of its budgeted and other cost. In April and May 2012, notices of breach of those February 2012 agreements were issued and damages claims were asserted, then the outstanding issues were resolved in documents and resolutions executed on September 19, 2012. On September 19, 2012, repayment of the Convertible Notes was extended to the sooner of September 19, 2013, a Public Listing, or a financing of the Company with interest payable at 4% per annum. The joint venture was closed on October 26, 2012 with the registration of th e Mego and Getik share transfer agreements. On November 22, 2013, the Company, GGC, CRA, and other parties agreed that all outstanding GGCRL group debt including the Convertible Notes will be audited and agreed then assumed by Signature Gold as part of the merger transaction. The November 22, 2013 agreement also provided that a repayment schedule of all debt will be determined once the audit is complete. The November 22, 2013 agreement did not trigger a 15% IRR provision because it does not constitute a Liquidity Event until the merged companies shares are publicly listed and is not a change of control since the beneficial ownership does not change by 50.1%. On January 20, 2012, March 8, 2012, and March 28, 2012, the Company signed and approved Convertible Notes certificates each in the amount of $ 500,000 and totaling $1,500,000 and is carrying this as a liability, though the Company does not accept this liab ility for fraud, contractual terms, and offsetting amounts caused by damage and non performance as well as other reasons. The November 22, 2013 agreement which was signed both by CRA and GGCRL waives any demand on GGCRL for repayment of the Convertible Notes other than through the Signature transaction and audit process. In addition, GGCRL and the Company have received contradictory representations as to the identity of the true owner of the funds advanced from Messrs Borkowski and Premraj. The Convertible Notes themselves also provide for equal treatment, “coinvestment” of funds paid by the Company to GGCRL (Qualifying advances under the Convertible Notes require approval by a 75% of the GGCRL board.) On September 19, 2012, the CRA representative to the GGCRL board consented to an extension for the repayment of any debt to CRA until the sooner of September 19, 2013, a public listing of GGCRL, or a financing of GGCRL. In April 2013, the Company had indirectly received an informal notice from a purported representative of CRA alleging a default under the Convertible Notes. On June 18, 2013, GGC and GGCRL directly received a notice from the same purported CRA representative, Joseph Borkowski. On June 25, 2013, GGC, in a written response endorsed by Mr. Premraj, refuted (without dispute) the notice based on communications with CRA affiliated directors, lack of corporate authentication and contradictory corporate constitutional documentation which would prohibit GGC from recognizing Mr. Borkowski or Rasia FZE as in control of CRA. On July 1, 2013, GGC received written confirmation from a director of Consolidated Minerals Pte. Ltd. confirming that Consolidated Minerals Pte. Ltd. had funded the Convertible Notes to GGCRL, is the beneficial owner of those Notes, and reserves all legal rights to these Convertible Notes, not CRA. The owner, Mr. Premraj, and the representative of CRA, Jeffrey Marvin, signed the November 22, 2013 Merger Agreement with Signature Gold Limited which provided that repayment of the Convertible Notes and other GGCRL debt “will be audited and agreed then assumed by Signature Gold as part of this merger transaction. CRA blocked the closing of the Signature transaction, but its contractual agreement to be paid from that transaction supersedes GGCRL’s. Thus, while including certain amounts claimed to have been advanced in its financial statements to be conservative, the Company has taken the position that the claims to repayment of the Notes are without merit. Mr. Borkowski purportedly on behalf of CRA filed a lawsuit in the Royal Court of Jersey in attempt to enforce the Notes, but on June 18, 2014, the Royal Court of Jersey denied CRA’s claim for a default judgment on the Notes and held the matter over. Subsequently, the entire case was dismissed in favor of GGC. Refer to Legal Proceedings for the dispute related to outstanding amount payable on Convertible Notes and advance payable matters. On March 26, 2015, the Court of Appeals of the Island of Jersey ruled in the Company ’s favor in staying all proceedings and referring the claims initiated by Joseph Borkowski, purportedly on behalf of CRA to the contracted dispute resolution procedures in New York City. On the same day, the Court of Appeals also granted the Company its costs and fees for the entire proceedings with CRA. As of June 30, 2017, approximately $211,500 has been awarded to the Company against CRA (but not paid). The Court of Appeals of the Island of Jersey again ruled in the Company’s favor refusing CRA’s request for leave to appeal to the Queen’s Privy Council. CRA requested the Queen’s Privy Council for leave to appeal which was granted, but on September 13, 2016 the Privy Council definitively dismissed all CRA claims in GGC’s favor, again awarding fees and costs. At the same time, on November 18, 2015, the Royal Court of Jersey ruled in favor of GGCRL, the Company, and Mr. Krikorian in lifting all remnants of the injunction issued in 2014 which was not appealed, see exhibit 10.76 below. The Company is pursuing collection of awards of costs and attorney fees. CRA has not complied with the agreed dispute resolution provisions to commence in New York, despite the Company’s initiation of the agreed mediation clause.

CONVERTIBLE NOTE PAYABLE

December 29, 2011,

the Company and CRA si

gned a Binding Term sheet for a convertible note facility for

not

less than

$2,000,000

with a cash coupon of

per annum and a guaranteed minimum IRR of

15%

at a “Liquidity Event” (the “Convertible Notes”). The Convertible Notes were guaranteed by GGC until the execution of the shares transfer agreements, which occurred on

September 26, 2013.

January 17, 2012,

the Company signed an “Instrument” covering the Convertible Notes supplementing the

December 29, 2011

Binding Term sheet. The Instrument removed the

per annum cash coupon and provided that the Convertible Notes could be prepaid at any time prior to a liquidity event at par, defining a Liquidity Event as “an initial public offering of the Company’s ordinary shares on a stock exchange or a Change of Control of the Company or any of its subsidiaries. A Change of Control was defined as “a change of

50.1%

or more of a beneficial ownership of the legal and beneficial ownership of the Company or the relevant subsidiary except in the case of an initial public offering.” On

February 19, 2012,

the Company, GGC, CRA and their respective subsidiaries signed a series of additional agreements which appointed GGM as the interim manager of the business and required reimbursement of its budgeted and other cost. In

April

and

May 2012,

notices of breach of those

February 2012

agreements were issued and damages claims were asserted, then the outstanding issues were resolved in documents and resolutions executed on

September 19, 2012.

September 19, 2012,

repayment of the Convertible Notes was extended to the sooner of

September 19, 2013,

a Public Listing, or a financing of the Company with interest payable at

per annum. The joint venture was closed on

October 26, 2012

with

the registration of th

e Mego and Getik share transfer agreements. On

November 22, 2013,

the Company, GGC, CRA, and other parties agreed that all outstanding GGCRL group debt including the Convertible Notes will be audited and agreed then assumed by Signature Gold as part of the merger transaction. The

November 22, 2013

agreement also provided that a repayment schedule of all debt will be determined once the audit is complete. The

November 22, 2013

agreement did

not

trigger a

15%

IRR provision because it does

not

constitute a Liquidity Event until the merged companies shares are publicly listed and is

not

a change of control since the beneficial ownership does

not

change by

50.1%.

January 20, 2012,

March 8, 2012,

and

March 28, 2012,

the Company signed and approved Convertible Notes certificates each in the amount of

500,000

and totaling

$1,500,000

and is carrying this as a liability, though the Company does

not

accept this liab

ility for fraud, contractual terms, and offsetting amounts caused by damage and non performance as well as other reasons. The

November 22, 2013

agreement which was signed both by CRA and GGCRL waives any demand on GGCRL for repayment of the Convertible Notes other than through the Signature transaction and audit process. In addition, GGCRL and the Company have received contradictory representations as to the identity of the true owner of the funds advanced from Messrs Borkowski and Premraj. The Convertible Notes themselves also provide for equal treatment, “coinvestment” of funds paid by the Company to GGCRL (Qualifying advances under the Convertible Notes require approval by a

75%

of the GGCRL board.) On

September 19, 2012,

the CRA representative to the GGCRL board consented to an extension for the repayment of any debt to CRA until the sooner of

September 19, 2013,

a public listing of GGCRL, or a financing of GGCRL. In

April 2013,

the Company had indirectly received an informal notice from a purported representative of CRA alleging a default under the Convertible Notes. On

June 18, 2013,

GGC and GGCRL directly received a notice from the same purported CRA representative, Joseph Borkowski. On

June 25, 2013,

GGC, in a written response endorsed by Mr. Premraj, refuted (without dispute) the notice based on communications with CRA affiliated directors, lack of corporate authentication and contradictory corporate constitutional documentation which would prohibit GGC from recognizing Mr. Borkowski or Rasia FZE as in control of CRA. On

July 1, 2013,

GGC received written confirmation from a director of Consolidated Minerals Pte. Ltd. confirming that Consolidated Minerals Pte. Ltd. had funded the Convertible Notes to GGCRL, is the beneficial owner of those Notes, and reserves all legal rights to these Convertible Notes,

not

CRA. The owner, Mr. Premraj, and the representative of CRA, Jeffrey Marvin, signed the

November 22, 2013

Merger Agreement with Signature Gold Limited which provided that repayment of the Convertible Notes and other GGCRL debt “will be audited and agreed then assumed by Signature Gold as part of this merger transaction. CRA blocked the closing of the Signature transaction, but its contractual agreement to be paid from that transaction supersedes GGCRL’s.

Thus, while including certain amounts claimed to have been advanced in its financial statements to be conservative, the Company has taken the position that the claims to repayment of the Notes are without merit. Mr. Borkowski purportedly on behalf

of CRA filed a lawsuit in the Royal Court of Jersey in attempt to enforce the Notes, but on

June 18, 2014,

the Royal Court of Jersey denied CRA’s claim for a default judgment on the Notes and held the matter over. Subsequently, the entire case was dismissed in favor of GGC. Refer to Legal Proceedings for the dispute related to outstanding amount payable on Convertible Notes and advance payable matters.

March 26, 2015,

the Court of Appeals of the Island of Jersey ruled in the Company

’s favor in staying all proceedings and referring the claims initiated by Joseph Borkowski, purportedly on behalf of CRA to the contracted dispute resolution procedures in New York City. On the same day, the Court of Appeals also granted the Company its costs and fees for the entire proceedings with CRA. As of

June 30, 2017,

approximately

$211,500

has been awarded to the Company against CRA (but

not

paid). The Court of Appeals of the Island of Jersey again ruled in the Company’s favor refusing CRA’s request for leave to appeal to the Queen’s Privy Council. CRA requested the Queen’s Privy Council for leave to appeal which was granted, but on

September 13, 2016

the Privy Council definitively dismissed all CRA claims in GGC’s favor, again awarding fees and costs. At the same time, on

November 18, 2015,

the Royal Court of Jersey ruled in favor of GGCRL, the Company, and Mr. Krikorian in lifting all remnants of the injunction issued in

2014

which was

not

appealed, see exhibit

10.76

below. The Company is pursuing collection of awards of costs and attorney fees. CRA has

not

complied with the agreed dispute resolution provisions to commence in New York, despite the Company’s initiation of the agreed mediation clause.