0001052918-21-000307.txt : 20210816 0001052918-21-000307.hdr.sgml : 20210816 20210816121142 ACCESSION NUMBER: 0001052918-21-000307 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 59 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210816 DATE AS OF CHANGE: 20210816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDRICH MINING CO CENTRAL INDEX KEY: 0000059860 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 910742812 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06412 FILM NUMBER: 211175932 BUSINESS ADDRESS: STREET 1: 2607 SOUTHEAST BLVD, SUITE B211 CITY: SPOKANE STATE: WA ZIP: 99223 BUSINESS PHONE: 509-535-7367 MAIL ADDRESS: STREET 1: 2607 SOUTHEAST BLVD, SUITE B211 CITY: SPOKANE STATE: WA ZIP: 99223 FORMER COMPANY: FORMER CONFORMED NAME: LITTLE SQUAW GOLD MINING CO DATE OF NAME CHANGE: 19920703 10-Q 1 grmc10qaug16-21ixbrl.htm GOLDRICH MINING COMPANY Goldrich Mining Company

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 June 30, 2021
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)

AK		91-0742812
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2525 E. 29^th 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(g) of the Act:

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

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. x Yes o 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 August 16, 2021: 175,665,431

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION5

Item 1. Financial Statements5

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation22

Item 3. Quantitative and Qualitative Disclosures about Market Risk36

Item 4. Controls and Procedures36

PART II – OTHER INFORMATION37

Item 1. Legal Proceedings37

Item 1A. Risk Factors37

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds37

Item 3. Defaults upon Senior Securities37

Item 4. Mine Safety Disclosure37

Item 5. Other Information37

Item 6. Exhibits38

COVID-19

In March 2020, COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention. Its rapid spread around the world and throughout the United States prompted many countries, including the United States, to institute restrictions on travel, public gatherings and certain business operations. These restrictions significantly disrupted economic activity in Goldrich’s business, as manifested in:

·the inability of Company management, geologic professionals and contractors to travel to the Company’s Alaska property to engage in any meaningful field work,

·restrictions placed on face-to-face meetings with staff, members of the Board of Directors and other direct stakeholders to smoothly conduct Company business, and

·a general slowdown in capital markets and investor activities in the Company’s industry as it conducted ongoing, and subdued capital-raising activities,

As of June 30, 2021, there was no disruption or impact to the Company’s financial statements. Since December 31, 2019, due to the arbitration proceedings (as described herein) and limited cash availability, the Company has been largely inactive at its Chandalar property. However, if the severity of the economic disruptions increase as the duration of the COVID-19 pandemic continues beyond the Company’s current inactive period, anticipated to end in the late summer/early fall of 2021, the negative financial impact due to limitation in conducting geologic field work and exploration activities could be significantly greater in future periods.

As of June 30, 2021, Goldrich’s available capital was approximately $323 and as of August 5, 2021 its available capital was approximately $10,000. Management believes the Company will need additional capital resources under new or existing credit facilities and operating agreements. To the extent that future access to the capital markets or the cost of funding is adversely affected by COVID-19, the Company may need to consider alternative sources of funding for operations and working capital, which may adversely impact future results of operations, financial condition, and cash flows.

The Company is taking steps to mitigate the potential risks to suppliers and employees posed by the spread of COVID-19. The Company has implemented work from home policies where appropriate. The Company will continue to monitor developments affecting both their workforce and contractors, and will take additional precautions that management determines are necessary in order to mitigate the impacts. There has been no material adverse impact to the Company’s business operations due to remote work. Despite efforts to manage these impacts to the Company, the ultimate impact of COVID-19 also depends on factors beyond management’s knowledge or control, including the duration and severity of this outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects. Therefore, management cannot estimate the potential future impact to financial position, results of operations and cash flows, but the impacts could be material.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Goldrich Mining Company Consolidated Balance Sheets (Unaudited)
	June 30, 2021	December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$ 323	$ 1,931
Prepaid expenses	10,281	50,499
Total current assets	10,604	52,430

Property, equipment, and mining claims:
Mining properties, claims, and royalty option	626,428	626,428
Total property, equipment and mining claims	626,428	626,428

Other assets:
Investment in CGL LLC	25,000	25,000
Total other assets	25,000	25,000
Total assets	$ 662,032	$ 703,858

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$ 1,960,630	$ 1,838,362
Interest payable	560,024	452,478
Interest payable – related party	1,238,534	959,504
Related party payable	936,532	787,789
CARES Act PPP loan	-	33,833
Notes payable	1,062,106	1,062,106
Notes payable – related party	3,763,158	3,641,053
Notes payable in gold	470,388	503,590
Dividends payable on preferred stock	30,618	30,618
Total current liabilities	10,021,990	9,309,333

Long-term liabilities:
CARES Act PPP loan	-	16,767
Stock subscription payable	40,000	-
Remediation and asset retirement obligation	265,433	262,189
Total long-term liabilities	305,433	278,956
Total liabilities	10,327,423	9,588,289

Commitments and contingencies (Notes 3, 5, 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; 150,000 shares issued and outstanding, respectively, $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, issued and outstanding, $150,000 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 and 153 shares issued and outstanding, $50,000 liquidation preference	-	-
Common stock; $0.10 par value, 750,000,000 shares authorized; 172,540,461 and 167,926,376 issued and outstanding, respectively	17,254,046	16,792,637
Additional paid-in capital	11,387,875	11,715,072
Accumulated deficit	(38,578,487)	(37,663,315)
Total stockholders’ deficit	(9,665,391)	(8,884,431)
Total liabilities and stockholders' deficit	$ 662,032	$ 703,858

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

Goldrich Mining Company Consolidated Statements of Operations (Unaudited)

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021	2020	2021	2020
Operating expenses:
Mine preparation costs	$ 12,308	$ 12,440	$ 31,697	$ 94,010
Exploration expense	3,276	-	8,012	-
Depreciation	-	237	-	474
Management fees and salaries	54,600	46,600	109,756	94,069
Professional services	32,099	858	80,497	6,995
General and administration	74,724	80,508	214,300	152,056
Office supplies and other	8,844	2,575	12,135	3,960
Directors' fees	15,100	-	16,300	3,000
Mineral property maintenance	31,487	27,402	62,973	54,805
Arbitration costs (Note 3)	31,305	60,161	64,733	65,999
Total operating expenses	263,743	230,781	600,403	475,368

Other (income) expense:
Miscellaneous income	-	(2,000)	-	(2,000)
Change in fair value of notes payable in gold	19,235	42,459	(33,202)	65,390
Interest expense and finance costs	202,741	242,196	399,106	405,176
Gain on forgiveness of CARES Act PPP loan	(51,135)	-	(51,135)	-
Total other (income) expense	170,841	282,655	314,769	468,566

Net loss	434,584	513,436	915,172	943,934

Preferred dividends	1,896	1,896	3,771	3,792
Net loss available to common stockholders	$ 436,480	$ 515,332	$ 918,943	$ 947,726

Net loss per common share – basic and diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)

Weighted average common shares outstanding – basic and diluted	172,346,094	139,573,798	170,684,356	139,573,798

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

Goldrich Mining Company Consolidated Statements of Changes in Stockholders’ (Deficit) (Unaudited)
2020 Stockholders’ (Deficit)
	Common Stock Shares	Common Stock Par Value	Preferred Stock Shares	Preferred Stock No Par Value	Additional Paid-in Capital	Accumulated Deficit	Total

Balance, December 31, 2019	139,573,798	$13,957,380	151,053	$271,175	$13,905,542	$(35,493,775)	$(7,359,678)
Net loss						(430,498)	(430,498)
Balance, March 31, 2020	139,573,798	$13,957,380	151,053	$271,175	$13,905,542	$(35,924,273)	(7,790,176)
Net loss						(513,436)	(513,436)
Balance, June 30, 2020	139,573,798	$13,957,380	151,053	$271,175	$13,905,542	$(36,437,709)	$(8,303,612)


2021 Stockholders’ (Deficit)
Balance, December 31, 2020	167,926,376	$16,792,637	151,053	$271,175	$11,715,072	$(37,663,315)	$(8,884,431)
Shares issued upon exercise of warrants	4,333,333	433,333			(303,333)		130,000
Net loss						(480,588)	(480,588)
Balance, March 31, 2021	172,259,709	$17,225,970	151,053	$271,175	$11,411,739	$(38,143,903)	$(9,235,019)
Shares issued for accrued interest	280,752	28,076			(23,864)		4,212
Net loss						(434,584)	(434,584)
Balance, June 30, 2021	172,540,461	$17,254,046	151,053	$271,175	$11,387,875	$(38,578,487)	$(9,665,391)

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

Goldrich Mining Company Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended
	June 30,
	2021	2020
Cash flows from operating activities:
Net loss	$ (915,172)	$ (943,934)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	-	474
Change in fair value of notes payable in gold	(33,202)	65,390
Accretion of asset retirement obligation	3,244	3,119
Gain on forgiveness of CARES Act PPP loan	(51,135)	-
Amortization of discount on notes payable	6,105	15,684
Common stock issued for interest payable	4,212	-
Change in:
Prepaid expenses	40,218	(44,048)
Accounts payable and accrued liabilities	122,268	124,476
Interest payable	112,292	116,186
Interest payable – related party	274,819	253,764
Related party payable	148,743	80,888
Net cash used - operating activities	(287,608)	(328,001)

Cash flows from financing activities:
Proceeds from CARES Act PPP loan	-	50,600
Proceeds from warrant exercises	130,000	-
Proceeds on subscription payable	40,000	-
Proceeds on notes payable and warrants	-	40,000
Proceeds from notes payable and warrants – related party	116,000	258,000
Net cash provided - financing activities	286,000	348,600

Net increase (decrease) in cash and cash equivalents	(1,608)	20,599

Cash and cash equivalents, beginning of period	1,931	1,274
Cash and cash equivalents, end of period	$ 323	$ 21,873

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

Goldrich Mining Company

Notes to the 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. 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 six-month periods ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

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, 2020.

Going Concern

The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds.

The Company currently has no historical recurring source of revenue and an accumulated deficit of $38,578,487 at June 30, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company may profitably execute a production business plan, and thereby, its ability to continue as a going concern may improve and become less dependent on the Company’s ability to raise capital to fund its future exploration and working capital requirements. The Company’s plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Company’s future operations through sales of its common stock and/or debt.

The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2021 financial statement presentation. Reclassifications had no effect on net loss, stockholders' equity, or cash flows as previously reported.

Earnings (Loss) Per Share

For the three- and six-month periods ended June 30, 2021 and 2020, potentially dilutive shares including outstanding stock options and warrants were excluded from the computation of diluted loss per share because they were anti-dilutive due to net losses in those periods. For the periods ended June 30, 2021 and 2020, potentially dilutive common stock equivalents excluded from the calculation of diluted earnings per share are as follows:

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

	June 30, 2021	June 30, 2020
Stock options	1,050,000	1,075,000
Warrants	29,575,028	51,875,024
Convertible Preferred	32,190,475	32,190,475
Total	62,815,503	85,140,499

Accounting for Investments in Joint Ventures

For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Company’s share of the ventures’ earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.

GNP:

The Company has an equity investment in Goldrich NyacAU Placer LLC, a 50%-owned joint venture in which the Company does not have joint control or significant influence. See Note 3 Joint Venture. Additionally, the ownership interests of the joint venture are not traded on any established market, and the fair value of the joint venture cannot be readily determined or estimated. Therefore, the Company measures its investment in the joint venture at cost less impairment, adjusted for any distributions received during the period. The carrying amount of this investment was $0 as of June 30, 2021 and 2020, respectively.

CGL:

The Company invested $25,000 in a 49% interest in Chandalar Gold LLC (“CGL”) during the year ended December 31, 2020. The Company does not have control or significant influence over CGL and measures its investment in the joint venture at cost less impairment, adjusted for any distributions received during the period. During the six-months ended June 30, 2021 and 2020, CGL had no operating activities. Goldrich has accrued a distribution to CGL of $35,794 in accrued liabilities, and if and when that distribution is remitted to CGL, the Company would in turn receive a distribution of approximately 49% of that distribution back from CGL.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Updated (“ASU”) No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this change effective January 1, 2021. This adoption did not have a material effect on the Company’s financial statements.

In August 2020, the FASB issued ASU No. 2020-06 Debt – Debt With Conversion And Other Options (Subtopic 470-20) And Derivatives and Hedging – Contracts In Entity’s Own Equity (Subtopic 815-40): Accounting For Convertible Instruments And Contracts In An Entity’s Own Equity. The update simplifies the accounting for and disclosures related to company debt that is convertible or can be settled in a company’s own equity securities. The update is effective for fiscal years beginning after December 15, 2021. Management is evaluating the impact of this update on the Company’s consolidated financial statements.

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Cash and Cash Equivalents

For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, joint venture distributions, accrued remediation costs, asset retirement obligations, stock-based compensation, deferred tax assets and related valuation allowances, and uncertainties regarding the outcome of arbitration proceedings. Actual results could differ from those estimates.

Property, Equipment, and Accumulated Depreciation

Property and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Company’s common stock issued. The Company’s property and equipment are located on the Company’s unpatented state mining claims located in the Chandalar mining district of Alaska.

All property and equipment are fully depreciated. The Company’s equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements, which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life.

When a fixed asset is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations.

Mining Properties, Claims, and Royalty Option

The Company capitalizes costs for acquiring mineral properties, claims and royalty interests and expenses, and costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

Income Taxes

Income taxes are recognized in accordance with Accounting Standards Codification (“ASC”) 740 Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized.

Revenue Recognition

The Company’s revenues from its joint venture have historically been its primary revenues. The Company has determined that its revenue does not arise from contracts with customers, does not involve satisfaction of any performance obligations on the part of the Company, or require Company assets to be recognized or applied to determine costs to obtain or fulfill any contract generating revenue.

Stock-Based Compensation

The Company periodically issues common shares or options to purchase shares of the Company’s common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight-line basis. Compensation expense for grants that vest immediately is recognized in the period of grant.

Exploration Costs and Mine Preparation Costs

Exploration costs are expensed in the period in which they occur. Costs to prepare mineral properties for mining, such as economic assessments and mine plans are expensed in the period in which they occur.

Remediation and Asset Retirement Obligation

The Company’s operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long-lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates.

For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management’s estimate of amounts expected to be incurred when the remediation work is performed.

Fair Value Measurements

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

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 2021 and 2020, the Company determined fair value on a recurring basis and non-recurring basis as follows:

Balance

June 30, 2021

Balance

December 31, 2020

Fair Value

Hierarchy level

Liabilities

Recurring: Notes payable in gold (Note 6)

$ 470,388

$ 503,590

The carrying amounts of financial instruments, including notes payable and notes payable – related party, approximate fair value at June 30, 2021 and December 31, 2020. 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 to address these items. Through 2019 and the date of filing of this report in 2021, the Company has continued to respond to panel inquiries, make motions to prosecute or defend positions, answer motions made by the opposing JV partner and aggressively support the Company’s efforts toward success.

The Company records amounts for loss when it is probable that a liability could be incurred and can be reasonably estimated. To date, the arbitration proceedings are still in progress, with some rulings being issued for and against the Company’s positions. No assurance can be given that the arbitration will result in a successful outcome for the Company. Due to uncertainties relating to the pending outcome, the financial statements contain only adjustments for the final results of the arbitration that are estimable and probable. See Note 8 Commitments and Contingencies and Note 9 Subsequent Events for additional information and rulings subsequent to June 30, 2021. The Company incurred $31,305 and $64,733 in arbitration expenses

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

during the three- and six-month periods ended June 30, 2021 compared to $60,161 and $65,999 for the three- and six-month periods ended June 30, 2020, respectively.

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 June 30, 2021, 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.

CEO	Six Months ended 6/30/21	Year ended 12/31/20
Balance at beginning of period	$ 590,851	$ 426,500
Deferred salary	90,000	166,000
Deferred expenses	28,660	17,351
Payments		(19,000)
Ending Balance	$ 709,511	$ 590,851

CFO
Balance at beginning of period	$ 88,736	$ 78,644
Deferred	19,783	27,354
Payments	(6,000)	(17,262)
Ending Balance	$ 102,519	$ 88,736

Board fees payable	124,502	108,202
Total Related party payables	$ 936,532	$ 787,789

5.NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY

At June 30, 2021, the Company had outstanding notes payable of $1,062,106 and outstanding notes payable – related party of $3,763,158. At December 31, 2020, the Company had outstanding notes payable of $1,062,106 and outstanding notes payable - related party of $3,641,053. The notes payable and notes payable – related party had matured on October 31, 2018. In November 2019, the Company and the holders of the notes amended the notes, and the notes are now due within 10 days of a demand notice of the holders. There has been no notice of default or demand issued by any holder.

During the six-months ended June 30, 2021, the Company received additional tranches of the notes payable of $122,105, discounted at 5%, or $6,105, resulting in net proceeds of $116,000 from a related party, Nicholas Gallagher, a shareholder and director of the Company, who also holds the full balance of the notes payable – related party described above. During the six-months ended June 30, 2020, the Company received a tranche of notes payable for $313,684, discounted at 5%, or $15,684, resulting in net proceeds of $298,000, of which $258,000 was from a related party, Nicholas Gallagher. The notes are due upon demand; therefore, all discounts have been immediately expensed to finance costs and the note balances are classified as current.

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

expensed during the three- and six-month periods ended June 30, 2021 of which $141,005 and $279,031 was to related parties, respectively, which is included in interest expense and finance costs on the consolidated statements of operations. Compared to $168,066 and $329,632 for the three- and six-month periods ended June 30, 2020, respectively. Interest of $1,560,993 is accrued at June 30, 2021 and is included in interest payable and interest payable – related party. Interest due at June 30, 2021 and December 31, 2020 was not timely paid and is due within 10 days of a demand notice by the holders. There has been no notice of default or demand issued by any holder.

During 2017, 2018, and 2019, a total of 22,608,357 five-year Class T warrants were issued in connection with the note issuances, of which 20,933,664 were issued to holders and 1,674,693 were issued for finders fees. During the year ended 2020, 5,000,000 of the Class T warrants were exercised. Subsequent to the six-months ended June 30, 2021, an additional 2,824,967 class T warrants have been exercised. The warrants have an exercise price of $0.03 and expire on various dates from December 22, 2022 through October 31, 2024. During the six-months ended June 30, 2021 and 2020, the Company issued no warrants in connection with the notes payable.

Inter-Creditor Agreement

Effective November 1, 2019, the Company entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (the “Amended Agreement”) with Mr. Gallagher, in his capacity as agent for and on behalf of the holders of the notes payable. No compensation was paid or accrued for Mr. Gallagher, either in cash or warrants, for his services as agent for other holders. Under the Amended Agreement, for each holder of the notes payable, whether or not a related party:

1.Any loans arising after July 1, 2018 by Mr. Gallagher and any loans made after November 1, 2019 by any new or existing Holder other than Mr. Gallagher, after Mr. Gallagher has consented in writing to such loan or advance, were designated as Senior Notes, with loans made prior to November 1, 2019 designated as Junior Notes. Senior Notes are entitled to be repaid in full before any of the Junior Notes are repaid; and

2.The Company agreed to other terms, the most significant of which are as follows:

a.to pay, no later than February 28, 2021, (1) to the order of NGB Capital Limited (a company owned by Mr. Gallagher), a finder’s fee in the amount of $49,273, and (2) to the order of Capital Investments 4165 LLC a finder’s fee in the amount of $7,920. These amounts have been recognized as payables, with $11,964 and $0 remitted as of the date of this report; and

b.to reimburse Mr. Gallagher, no later than February 20, 2020, for up to $35,000 in legal fees and costs incurred by Mr. Gallagher in connection with the Amended Agreement. The Company paid the amount during the year ended December 31, 2020.

3.The borrower and holder entered into a Deed of Trust whereunder the notes are secured by a security interest in all real property, claims, contracts, agreements, leases, permits and the like.

4.The Company entered into a written Guaranty whereunder, among other conditions, the Company unconditionally guarantees and promises to pay to the order of each holder the principal sum and all interest payable on each note payable held by such holder when and as the same becomes due, whether at the stated maturity thereof, by acceleration, call for redemption, tender, or otherwise. The Company is not in default as no demand has been made for payment or delivery.

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

$0.015 per share. During the year ended December 31, 2020, a total of 13,719,248 common shares were issued to the holders in exchange for interest payable of $205,788, of which $168,976 was payable to Mr. Gallagher. During the six-months ended June 30, 2021, a total of 280,752 common shares were issued to one holder in exchange for interest payable of $4,212 at $0.015 per share, the conversion price in the Amended Agreement.

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.

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 June 30, 2021 and 2020, 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 June 30, 2021 of approximately $1,763 per ounce as quoted on the London PM Fix market or $470,388 in total. The valuation resulted in a decrease in gold notes payable of $33,202 during the six-months ended June 30, 2021.

At December 31, 2020, 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, 2020, the Company had outstanding total notes payable in gold of $503,590.

Interest of $10,307 and $20,255 was expensed during the three- and six-months ended June 30, 2021, respectively, and $71,778 is accrued at June 30, 2021 and is included in interest payable. Interest of $9,337 and $18,448 was expensed during the three- and six-months ended June 30, 2020, respectively.

7.CARES Act PPP Loan

On April 15, 2020, the Company was granted a loan (the “Loan”) from Washington Trust Bank, in the aggregate amount of $50,600, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Cares Act, which was enacted March 27, 2020.

During May 2021, the Company received loan forgiveness of its Cares Act PPP Loan in the amount of $51,135; which included the principal of $50,600 plus interest. The amount of the loan principal has been accounted as a gain on forgiveness of the CARES Act PPP loan. The interest that was forgiven was recorded within interest expense.

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

8.COMMITMENTS AND CONTINGENCIES

The Company has two near-term commitments:

·$20,991 for claims fees originally due on September 1, 2020 for which an extension for payment to September 1, 2021 was acquired as a result of COVID-19 deferrals allowed by the State of Alaska; and,

·$46,500 commitment under a consulting contract for which services have not been received.

We are subject to Alaska state annual claims rental fees in order to maintain our non-patented claims. In addition to the annual claims rental fees of approximately $125,945 due November 30 of each year, we are also required to meet annual labor requirements of approximately $61,100 due November 30 of each year. The Company is able to carry forward costs for annual labor that exceed the required yearly totals for four years. The Company has carryovers to 2021 to satisfy its annual labor requirements. This carryover expires in the years 2021 through 2025 if unneeded to satisfy requirements in those years.

Arbitration

In 2017, the Company, its subsidiary and the joint venture, as claimants, filed an arbitration statement of claim before a three-member Arbitration Panel (“the Panel”), against our JV partner and its affiliates; NyacAU, LLC (“NyacAU”), BEAR Leasing, LLC, and Dr. J. Michael James, as respondents. In 2018, the respondents filed a counter-claim against the Company, its subsidiaries and certain members of the Company’s current and former management, the counterclaim respondents. The arbitration claim alleged, amongst other things, claims concerning related-party transactions, accounting issues including capital vs. operating leases, interpretation of the joint venture operating agreement, allocation of tax losses between the joint venture partners, and unpaid amounts due Goldrich relating to the Chandalar Mine.

It is possible that there could be either adverse or favorable developments in the arbitration pending with the Company and its JV partner. The Company records provisions in the consolidated financial statements for pending arbitration results when it determines that an outcome is probable, and the amount of loss can be reasonably estimated. At the present time, except as stated otherwise, while it is reasonably possible that a favorable or unfavorable outcome in the arbitration may occur, after assessing the information available, management is unable to estimate the possible loss, or range of losses, for the pending arbitration; and accordingly, no estimated losses have been accrued in the consolidated financial statements for favorable or unfavorable outcomes. Legal defense costs are expensed as incurred. Favorable rulings would not result in the recognition of gains prior to offsetting against losses, due to the ruling being an estimate which must be constructively received prior to recognition.

During the years ended December 31, 2019 and 2020, the Panel released various awards relating to the allegations of both parties. Some of which have been in favor of the Company’s positions some have been in favor of our JV partner and its affiliates. The arbitration is ongoing and the various parties to the claims and counterclaims continue to disagree on several matters.

On May 25, 2019, the Panel issued an Interim Award, which requested input from the parties on a small number of discrete issues, all input to be supported by references to the arbitration record.

On November 30, 2019, the Panel ordered the Partial Final Award and concurrently the Second Interim Award RE Dissolution/Liquidation of GNP and Related Issues (“the Second Interim Award”).

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

The Partial Final Award

The Partial Final Award addressed several matters including leases and the impact of their characterization on interim distributions. As a result, the Panel determined that the Company is entitled to an additional $214,797 in distributions for 2016 and an additional $198,644 for 2017, for a total of $413,442 from GNP. In like manner, the Panel determined that NyacAU is entitled to an additional $413,442 in distributions for these years. As the Company is uncertain as to the collectability of these distributions, no recognition of these revenues is included in its Statement of Operations for the six-months ended June 30, 2021.

The Partial Final Award also addressed the Company’s claim for payment of interest earned by LOC1. The Panel determined that NyacAU should pay the Company 50% of the interest earned on LOC1 actually received by NyacAU, or $126,666. NyacAU challenged this award but the Panel issued an additional ruling stating the amount owed to be $120,883 to Goldrich plus 5% prejudgment interest on unpaid LOC1 interest as it fell due, see Supplemental Orders 5-8 below. As the Company is uncertain as to the collectability of this award, no recognition of this other income is included in its Statement of Operations for the six-months ended June 30, 2021 or any previous period through the date of this report.

The Panel ruled Goldrich was responsible to pay NyacAU for the 2012 reclamation work and NyacAU is also entitled to 5% interest on the award from the date the first invoice was sent to Goldrich in 2014. Goldrich has accrued a liability for this ruling on its consolidated balance sheet of $421,366 included in accounts payable and interest payable at December 31, 2020 and June 30, 2021; however, Goldrich had contested the party to whom payment should be made and whether additional amounts not invoiced by GNP should be included in the award. The Panel issued a ruling on this matter on April 7, 2021, see below.

The Partial Final Award found the Company liable for an act of negligent misrepresentation regarding the concealment of certain technical information from NyacAU. The Company has vigorously disputed the concealment and the finding of negligence. Nevertheless, as a result of the Panel’s determination, the Panel awarded Dr. J. Michael James a reimbursement of 17% of his previous $350,000 stock investment in the Company or $59,500 plus prejudgment interest of 5% and legal fees. In addition, the Panel awarded Dr. James $9,858, plus prejudgment interest at 5% and legal fees, for personal expenses incurred relating to GNP’s operations. These amounts plus additional interest have been included in accounts payable and interest payable on the consolidated balance sheet, respectively, at December 31, 2020, and remain unpaid at June 30, 2021.

The Second Interim Award

The Second Interim Award was necessitated by the fact that the dissolution/liquidation of the joint venture had not yet run its course. In the Second Interim Award the Panel ordered that:

a)No later than January 15, 2020, NyacAU and Goldrich shall attempt to establish, by agreement, a market value for the GNP permit in connection with a transfer of the Permit to Goldrich or a third party, taking into consideration the obligation of GNP, or any transferee of the permit, to complete reclamation in accordance with NyacAU’s government-approved reclamation plan.

b)Reasonably prior to May 31, 2020, NyacAU shall perform its obligation to “make provision … for reclamation by (1) adding all reclamation expenses actually incurred by NyacAU to LOC1; (2) from GNP’s assets, to the extent possible after payment of GNP’s debts and liabilities and liquidation expenses”.

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

GNP to transfer its mining permit, which is held in the name of the manager, NyacAU. Although GNP no longer has the right to mine, NyacAU, as holder of the permit and as ruled by the Panel, has the liability of reclamation.

Balance and payment of LOC1

The Panel calculated a tentative balance of LOC1 at $16,483,271 as of June 2019. This balance will be adjusted for any additional costs incurred by GNP in the liquidation or awards and/or adjustments made by the arbitration Panel. If there is no further placer production from these claims, Goldrich will not have a liability to pay 50% of LOC1.

The Panel ruled in the Final Post Award that LOC1 cannot be increased for costs incurred after mining operations have ceased, including costs for reclamation. This deprives NyacAU of a security interest in 50% of future placer gold production at the site to repay reclamation expenses which it advances. Further, the Panel ruled that the Operating Agreement does not impose an obligation on the Company to pay 50% of the reclamation fee, but that the reclamation obligation resides with the permit holder. See Final Post Award Orders below.

Right to Offset Damages or Distributions

The Panel granted the request that any damages awarded to one party can be an offset to distributions (or damages) due to the other party.

Judgements issued by Superior Court

On April 29, 2020, the Superior Court of the State of Alaska issued a judgement in favor of Dr. James, in the total amount of $13,713 (for the 2012 reclamation costs personally incurred, including interest) and $83,588 (for the adjustment to Dr. James’ stock purchase, including interest). On June 9, 2020 and June 20, 2020, the Court awarded additional costs and attorney’s fees. The Court ordered both Goldrich and NyacAU to submit a status report to the Court in September 2020 regarding the Panel’s clarification of the payable for the 2012 reclamation, including interest, and to clarify the party for the award, NyacAU or GNP. The status report has been filed by both parties, and these judgements remain unpaid and in force before the Superior Court. These amounts related to these judgements were accrued for at December 31, 2019. As of June 30, 2021, a total amount of $132,154 is included for the judgement and post judgement interest in accounts payable and interest payable on the consolidated balance sheet.

Final Post Award Orders

On September 4, 2020, the arbitration panel issued Final Post Award Orders, wherein the panel issued rulings on multiple issues, including but not limited to, those discussed below:

-Reclamation

The Company had previously filed a motion to compel NyacAU to correct accruals for certain expenses including reclamation, demobilization, equipment rental and utilities. Most notably, the Company contended that an accrual for reclamation liability was short of a much larger estimate prepared by independent professionals as engaged by Goldrich. The Panel denied the Company’s motion and ruled that Goldrich does not have the authority to compel the establishment of any reserves on the GNP financial records.

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

Agreement to establish reserves necessary for contingent or unforeseen liabilities or obligations, which could conceivably include reclamation reserves, the agreement does not impose an express obligation to reclaim the project site.

-Mining Claims

All of the Company’s mining claims remain the property of the Company; however, NyacAU staked several claims contiguous to the claims owned by the Company. The Company had previously filed a motion to compel the transfer NyacAU’s claims from NyacAU to the Company. The motion was granted in part in that the claims held in NyacAU’s name were ruled to be owned by the Company, but would not be transferred immediately. They would remain in the possession of NyacAU as manager of the liquidation until the property covered by the claims was not being used for liquidation activities and could be transferred without disruption to the liquidation activity.

Supplemental Orders 5-8

On December 4, 2020, the arbitration Panel issued Supplemental Orders 5-8, wherein the Panel issued rulings on multiple material issues:

-2018 Profitability and 2018 Interim Distributions

Under the GNP Operating Agreement, Goldrich was entitled to receive certain interim distributions based on GNP’s profitability. Goldrich received such distributions for 2016 and 2017. Goldrich challenged the Panel’s understanding of facts related to GNP’s profitability for 2018 as presented in the arbitration proceedings and made a motion for GNP to distribute interim distributions for 2018 after applying the arbitration rulings made to date. Goldrich submitted a claim to the arbitration Panel for approximately $680,000 plus prejudgment interest thereon at 5%. The arbitration Panel denied Goldrich’s claim. Based on the Panel’s ruling, the paydown by NyacAU, as manager of GNP, of Line of Credit 1 (“LOC1”) with GNP funds, rather than the payment of a 2018 interim distribution to Goldrich, is not considered a misappropriation of funds. LOC1 is a related party loan between GNP and NyacAU.

The Panel ruled that GNP was dissolved at the end of the 2018 mining season (September 28, 2018) by failing to meet the Minimum Production Requirement of the GNP Operating Agreement rather than May 2019, when NyacAU published a formal notice of dissolution to the State of Alaska and to creditors. Based on this and other evidence, the Panel found that GNP was dissolved by no later than October 9, 2018, which precedes the date by which any interim distribution would otherwise have been due under the GNP Operating Agreement (October 31 - December 31, 2018). Accordingly, the Panel ruled that Goldrich is precluded from receiving any interim distributions for 2018 under the GNP Operating Agreement which provides that “[m]embers have a right to Distributions from the Company before the dissolution and winding up of the Company.”

-Goldrich’s Portion of Interest Paid on LOC1

Under the GNP Operating Agreement, Goldrich is to receive 50% of any interest on LOC1 paid by GNP to NyacAU. Goldrich made a claim to the Panel that GNP had paid interest to NyacAU and that Goldrich was entitled to 50% of the amount paid. The Panel ruled that NyacAU is obligated to pay Goldrich 50% of $241,797 in interest “received” by NyacAU up to October 2018, when GNP was dissolved and commenced liquidation, in the total principal amount of $120,883. The Panel further ruled that LOC1 interest totaled (cumulatively) $3,394 as of December 2012; $22,663 as of December 2013; $55,633 as of December 2014; $101,824 as of December 2015; $155,337 as of December 2016; $205,818 as of December 2017; and $241,797 as of October 1, 2018. Goldrich is awarded 12 months of accrued prejudgment interest at 5% per annum on each of these year-end amounts. The Panel ruled Goldrich has no entitlement to a share of LOC1 interest accrued beyond October 1, 2018.

Goldrich Mining Company

Notes to the Consolidated Financial Statements (unaudited)

-Clarification of Award

In the Partial Final Award given in 2019, the arbitration Panel made an award to NyacAU of $377,253 in damages and pre-award interest relating to 2012 reclamation expenses incurred on Goldrich’s behalf. Goldrich made an “Application for Modification and Correction of Arbitration Award, for Vacation of Award, or for Resubmission to Arbitration Panel for Clarification”, requesting an order from the Alaska court, under the Alaska Arbitration Act, that the damages awarded for unpaid 2012 reclamation expenses were to be paid to GNP, not NyacAU, and that the Panel clarify the appropriate amount of damages and interest to be paid. The Panel ruled that it will resolve these issues after the parties submit evidence and argument supporting their respective positions on the merits.

On April 7, 2021, the arbitration Panel issued two orders:

-Order on respondents’ Motion to Preserve Confidentiality of Arbitration Proceedings, wherein the Panel ruled that the Company did not violate confidentiality when it filed the arbitration rulings as exhibits to its public reporting with the Securities and Exchange Commission, and

-Order on Respondents’ Motion to Confirm Judgment, to correct, clarify or modify an award made in the Partial Final Award. This order confirmed a GNP claim against the Company for $50,685 for additional reclamation costs, including interest of $2,589 and clarified that GNP, not NyacAU, was awarded the 2012 reclamation costs. This amount has been accrued in the financial statements and is included in accounts payable and interest payable on the consolidated balance sheet as of December 31, 2020, bringing the total 2012 reclamation and interest payable at December 31, 2020 to $488,544. During the six-months ended June 30, 2021, an additional $9,302 in interest has been recognized, bringing the total 2012 reclamation and interest payable balance to $497,856.

9.SUBSEQUENT EVENTS

During July 2021, the Company received $93,749 cash as a result of exercise of Class S and T warrants at an exercise price of $0.03 per common share. Ownership of these warrants had been in the hands of a related party and were sold by him personally to unrelated parties. The unrelated parties then exercised the warrants for cash, resulting in the issuance of 3,124,970 common shares.

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 April 15, 2021. 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 consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the unaudited 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 consolidated financial position or results of operations. Critical accounting policies, the policies the Company believes are most important to the presentation of its 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 has seen over a hundred years of intermittent mining exploration and extraction history. There has been small 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.

Goldrich’s primary focus is the exploration and discovery of the hard-rock (lode) targets, while also working to build additional shareholder value by monetizing the placer assets that are derived from those lode targets. We are currently defining 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 granitic, mineralized intrusion. Exploration therefore has taken on two directions; one toward defining a low-grade, large tonnage body of mineralization running beneath the headwaters of Little Squaw Creek, the other a deeper, larger mineralized body from which mineralizing fluids have migrated through Chandalar country rock. Our main focus continues to be the exploration of these hard-rock targets. We were successful in raising funds for a limited exploration program in 2014 and reclamation work in 2015; however, weak financial markets prevented us from obtaining funds for significant exploration in other years from 2012 through 2019. Significant increases in the price of gold since 2019, appear to have increase the availability of funds so we are hopeful to secure sufficient funds for a major exploration program in the near future.

As part of implementing our focus to build shareholder value by monetizing the placer assets in addition to our primary focus of developing the hard-rock (lode) assets, 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 extraction by GNP increased each year from 2015 through 2018, trending toward extraction figures that were anticipated by the 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 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 dissolved in May 2019 and is currently being liquidated with NyacAU managing the process. Goldrich and NyacAU are currently in arbitration as noted above.

Goldrich has commissioned an independent third-party mining engineering firm to complete a mining plan and Initial Assessment for the Company’s Chandalar Mine. On June 11, 2021, the Company announced the completion and results of the Initial Assessment Report with an effective date of May 31, 2021.

Joint Venture Agreement

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 JV agreement. As part of the agreement, Goldrich Placer, LLC (“GP”), a subsidiary of Goldrich and NyacAU (together the “Members”) formed a 50:50 joint venture company, Goldrich NyacAU Placer LLC (“GNP”), to operate the Chandalar placer mines, with NyacAU acting as

managing partner. Goldrich has no significant control or influence over the JV, and therefore accounts for its investment using the cost less impairment method.

As of December 31, 2018, the JV had not achieved commercial production as required under the Operating Agreement, and as a result the JV was dissolved in May 2019 and, as of December 31, 2019, is in the process of being liquidated. The Panel has jurisdiction over the liquidation process and has ruled that NyacAU should continue as the liquidator. Except for equipment needed for reclamation, most the heavy equipment and the wash plant were removed on a winter trail in March through mid-April 2019.

Under the terms of the joint venture agreement (the “Agreement”), the JV was to make annual Member’s Distributions of 10% of the balance of revenue generated by the Joint Venture after deducting Operating Expenses as defined by the GNP Operating Agreement. Related to these distributions, on June 23, 2015, the Company raised net proceeds of $1.1 million through the sale of 12.5% of the cash flows GP, Goldrich’s subsidiary, receives in the future from its interest in GNP (“Distribution Interest”), paid in cash, to Chandalar Gold, LLC (“CGL”) and GVC Capital, LLC, (“GVC”), both of which are non-related entities. Goldrich retained its ownership of its 50% interest in GNP but, after the transaction, subject to the terms of the GNP operating agreement, Goldrich will effectively receive approximately 44%, CGL will effectively receive 6% (12% of Goldrich’s 50% of GNP = 6%) and GVC will effectively receive 0.25% (0.5% of Goldrich’s 50% of GNP = 0.25%) of any distributions produced by GNP. At December 31, 2020 and 2019, an amount of $35,794 has been accrued for the distribution which is included in accrued liabilities for distributions to us that were applied to Loan3. No amount was accrued for the 2018 distribution due to the dissolution of the JV, although during arbitration proceedings, Loan3 was determined and agreed to be paid in full (see Arbitration below). During the year ended December 31, 2020, Goldrich purchased 595,000 membership units, or approximately 49% of CGL’s membership units for $25,000. This provides Goldrich with 49% of any distributions produced by GNP and paid to CGL. The Company accounts for its investment in CGL using the cost less impairment method. The Company does not anticipate any distributions from CGL until the placer resumes production.

Concerning Loan3, in 2012, the joint venture purchased, on Goldrich’s behalf, a 2% royalty interest, payable on all production from certain Goldrich mining claims at the Chandalar, Alaska property for $250,000 from Jumbo Basin Corporation. This transaction gave rise to Loan3, was carried at an interest rate of the greater of prime plus 2% or 10%, and was to be repaid from distributions to Goldrich as defined in the Operating Agreement, prior to any distributions in cash to Goldrich. The 2016 and 2017 Members Distributions, as adjusted by the rulings of the arbitration Panel, were first applied against Loan3 in accordance with the terms of the Operating Agreement, the distributions were sufficient to pay all of Loan3 principal and interest in full.

Arbitration

In 2017, we, our subsidiary and the joint venture, as claimants, filed an arbitration statement of claim before a three-member Arbitration Panel (“the Panel”), against our JV partner and its affiliates; NyacAU, LLC (“NyacAU”), BEAR Leasing, LLC, and Dr. J. Michael James, as respondents. In 2018, the respondents filed a counter-claim against the Company, its subsidiaries and the certain members of our current and former management, the counterclaim respondents. The arbitration claim alleged, amongst other things, claims concerning related-party transactions, accounting issues including capital vs. operating leases, interpretation of the joint venture operating agreement, allocation of tax losses between the joint venture partners, and unpaid amounts due Goldrich relating to the Chandalar Mine.

During the years ended December 31, 2019 and 2020, and through the date of this report in 2021, the Panel has released various awards relating to the allegations of both parties. Some of which have been in favor of our positions some have been in favor of our JV partner and its affiliates. The arbitration is ongoing and the various parties to the claims and counterclaims continue to disagree on several matters.

On May 25, 2019, the Panel issued an Interim Award, which requested input from the parties on a small number of discrete issues, all input to be supported by references to the arbitration record. On November 30, 2019, the Panel issued the Partial Final Award and concurrently the Second Interim Award RE

Dissolution/Liquidation of GNP and Related Issues (“the Second Interim Award”). On September 4, 2020, the Arbitration Panel (the “Panel”) issued the Final Post Award Orders, wherein the Panel issued rulings on multiple material issues. A summary of each award is provided below. On December 4, 2020, the Panel issued Supplemental Orders 5-8. On April 7, 2021, the Panel issued Order on Respondents’ Motion to Preserve Confidentiality of Arbitration Proceedings, wherein the Panel ruled that the Company did not violate confidentiality when it filed the arbitration rulings as exhibits to its public reporting with the Securities and Exchange. On April 7, 2021, the Panel also issued Order on Respondents’ Motion to Confirm Judgment. A summary of each award is provided below. Matters of minor significance on which the Panel ruled or waived actions on matters over which the Panel had no jurisdiction are not included in the summary.

The Partial Final Award

A summary of the various matters addressed in the Partial Final Award is as follows:

Capital vs. Operating Leases.

In response to a claim made by Goldrich, the Panel ruled that certain leases were capital leases, rather than operating leases, which increased the basis upon which distributions are made to the JV partners. In addition, the Panel modified the interest rates applicable to the leases, which decreased the profitability of the JV for the change in interest on all leases but only decreased the basis upon which distributions are made to Goldrich for leases that were deemed to be operating leases. The net change had no effect on the Company’s June 30, 2021 financial statements. The ruling did, however, affect the amount of interim distributions made from GNP to Goldrich for 2016 and 2017 as noted below.

Ownership by GNP of Leased Equipment.

The Panel ruled that certain continuing lease payments made by GNP for equipment treated as operating leases, which were subsequently ruled capital leases, represented buy-out payments at the conclusion of the capital lease. Therefore, ownership of the subject equipment was transferred to GNP. As a result of the ruling, certain leased equipment became the property of GNP, but was subsequently transferred to Bear Leasing to partially satisfy default of other lease agreements when GNP was dissolved.

Lease Charges and Ownership of Arctic Camp Purchased by NyacAU related party from Third-Party.

The Panel ruled that lease payments made by GNP to Bear Leasing toward rented Arctic camp facilities that had been purchased from an unrelated third-party from 2012 through 2014 represented purchase consideration. As a result, GNP was deemed the beneficial owner of the camp in connection with the dissolution/liquidation process. Further, LOC1 was reduced by lease payments GNP was charged beyond the purchase price for the Arctic camp.

Interim Distributions to Goldrich for 2016 and 2017.

As a result of the awards noted above, the Panel determined that the Company is entitled to an additional $214,797 in distributions for 2016 and an additional $198,644 for 2017, for a total of $413,442. In like manner, the Panel determined that NyacAU is entitled to an additional $413,442 in distributions for these years. As we are uncertain as to the collectability of these distributions, no recognition of these revenues is included in our Statement of Operations for the six-months ended June 30, 2021.

Payment of Interest Earned by LOC1.

The Partial Final Award also addressed our claim for payment of interest earned by LOC1. The Panel determined that NyacAU should pay the Company 50% of the interest earned on LOC1 actually received by NyacAU, or $126,666. NyacAU contested the amount of LOC1 interest paid by GNP to NyacAU. The matter is further discussed below in the summary for the Final Post Award Order and Supplemental Orders.

2012 Reclamation Work

The Panel ruled Goldrich is responsible to pay the full amount charged by NyacAU for the 2012 reclamation work and NyacAU is also entitled to 5% pre-judgement interest on the award from the date the first invoice

was sent to Goldrich. Goldrich has accrued a liability for this ruling, however Goldrich has contested the party to whom payment should be made and whether additional amounts not invoiced by GNP should be included in the award.

Allocation of Tax Losses

From 2012 through 2018, NyacAU, as managers of GNP, had allocated net tax losses from GNP totaling $19,888,374 to NyacAU and $839,537 to Goldrich. Goldrich claimed it had a right to 50% of all tax losses under the GNP Operating Agreement and filed Form 8082 for each year with the Internal Revenue Service (“IRS”) to correct the GNP K-1’s filed by NyacAU. Goldrich claimed a total of $9,946,369, 50% of the total GNP losses for the years 2012 through 2018. The Panel generally agreed with that allocation but only during the periods where actual mining operations were being performed, since those rationally are the only periods in which both parties bore a material economic risk, in terms of the impact of mining operations on processed and unprocessed gold. Based on the evidence before the Panel, mining operations were performed in August-September 2013, and 2015-2018.

Prior to Goldrich receiving the award, the IRS had processed and accepted the Forms 8082, corrected GNP K-1’s, and amended tax returns filed by Goldrich for 2012 through 2017. The IRS also notified Goldrich that Goldrich’s 2012 through 2014 tax returns were closed for further changes due to the expiration of the statute of limitations for those years. The IRS also conducted an audit of Goldrich’s 2014 through 2017 tax returns with a ‘no change’ determination. Therefore, although Goldrich was not awarded 50% of all GNP 2012 to 2014 tax losses in the arbitration, Goldrich has been allowed to take the full total of its share of GNP tax losses of $9,946,369, which can be used to offset taxable profits Goldrich generates in future years.

In August 2020, the IRS issued an unfavorable ruling as it affects the Company in regard to the audit of the joint venture which, when the individual partners’ effects are communicated to us by the IRS, is probable to decrease our net federal and state net operating loss carryforwards by $2.0 million and $1.8 million, respectively, for the years under audit. The JV partners had been instructed by the Panel to take steps to ensure tax loses have been shared equally, as the Operating Agreement requires, but only during the periods where actual mining operations were being performed. In the closing conference, it was evident that GNP had taken positions with the IRS that conflicted with the Panel’s direction. The recourse available to us in regard to the audit ruling is a challenge of the IRS ruling before the tax court, should we determine this to be in our best interests.

Other

·The arbitration awarded NyacAU’s request that an entry be made on GNP’s books for unpaid and unbilled interest expense of $66,180 under the appropriate Lease, incurred during the period of construction of the wash plant. In the liquidation process, NyacAU (through Bear Leasing) shall be treated as a third-party creditor with respect to the recovery of this amount from GNP.

·The Panel awarded Dr. James $9,858, plus prejudgment interest at 5% and legal fees, for personal expenses incurred relating to GNP’s operations. These amounts totaling $14,200 have been included in accounts payable and interest payable of the Company at December 31, 2020. An additional amount of $355 has been accrued for the six-months ended June 30, 2021, bringing the total amount accrued in accounts payable and interest payable to $14,555 at June 30, 2021.

·The Partial Final Award found the Company liable for an act of negligent misrepresentation regarding the concealment of certain technical information from NyacAU. We have vigorously disputed the concealment and the finding of negligence. Nevertheless, as a result of the Panel’s determination, the Panel awarded Dr. J. Michael James a reimbursement of 17% of his previous $350,000 stock investment in the Company or $59,500 plus prejudgment interest of 5% and legal fees. The award plus interest, totaling $86,558, has been included in accounts payable and interest payable of the Company at December 31, 2020. An additional $2,187 has been accrued for the six-months ended June 30, 2021, bringing the total amount accrued in accounts payable and

interest payable to $89,656 at June 30, 2021, which includes attorney’s fees and costs also awarded in the judgement plus interest.

·As requested by Goldrich and NyacAU, the Panel will retain jurisdiction and oversight over the dissolution/liquidation process to its completion. The Panel stated, “there is likely more information the parties will have to provide on certain issues--including, among others, changes in the balance of LOC1 and the issue of transfer of the permit to Goldrich--before a Final Award on dissolution/liquidation can be made.” As of the date of this report, the balance of LOC1 continues to change as a result of on-going rulings by the Panel. Additionally, the Panel has stated it lacks jurisdiction on the transfer of the mining permit, which the Panel has ruled is a matter to be negotiated between the parties.

·The Panel ruled that “there has been no prevailing party in the arbitration to this point, although it reserves judgment as to whether a prevailing party will emerge from the Final Award with regard to issues which are now part of the Revised [Second] Interim Award. Accordingly, as to all issues covered by this Partial Final Award, the parties shall bear their own costs, expenses, and attorneys’ fees.”

The Second Interim Award

The Second Interim Award was necessitated by the fact that the dissolution/liquidation of the joint venture had not yet run its course. A summary of the various matters addressed in the Second Interim Award is as follows:

Transfer of Mining Permits

The Panel ordered that:

Neither order was successfully executed by the parties on the dates specified by the Panel. The Second Interim Award confirmed the dissolution of GNP and noted that “no provision of the Claims Lease or the Operating Agreement speaks directly to the rights or obligations of GNP to transfer its mining permit, which is held in the name of the manager, NyacAU. Although GNP no longer has the right to mine, GNP and specifically NyacAU have the liability of reclamation. Absent a transfer of the Permit, GNP (through NyacAU) would be obligated to complete reclamation, and obtain final approval from appropriate government authorities, as required by the Claims Lease—a process estimated to take several years.”

If NyacAU does not transfer the mining permit to Goldrich as part of the dissolution, they will retain the requirement to reclaim the mine, and Goldrich will be prevented from mining the property, since two mining permits cannot be issued for the same claims. The actual cost of the reclamation will be subject to many variables, not the least of which will be whether the remedial activity is undertaken while the mine is inactive or conversely, when the mine is actively producing gold. If the mining permit were to be transferred to Goldrich or another entity with the reclamation obligation intact, the reclamation activity could be undertaken as a key piece of a mining plan in order to mitigate reclamation costs. If an agreement cannot be reached to transfer the mining permit and the associated reclamation of prior mining activities, Goldrich will be prevented from mining its claims, and will be limited to exploration activities on the hard rock deposits of the Chandalar property.

NyacAU has indicated they will not transfer the permit without also transferring the reclamation obligation, of which they believe to be $3 million. Goldrich has indicated they will not accept transfer of the permit together with the reclamation obligation, which they believe to be substantially greater. Both parties are in discussion to attempt to reach an agreement for the transfer of both the permit and the reclamation obligation, no transfer of either, or some other arrangement.

Balance and payment of LOC1

The Panel calculated a tentative balance of LOC1 at $16,483,271 as of June 2019. This balance will be adjusted for any additional awards and/or adjustments made by the Panel.

As allowed by the Operating Agreement and a separate Security Agreement between GNP and NyacAU, NyacAU has recorded a security interest in future placer gold production from all current placer claims owned by Goldrich as collateral for repayment of fifty percent (50%) of GNP’s LOC1 to NyacAU. The agreements between GNP and NyacAU are silent concerning what happens if GNP is dissolved and is no longer producing gold, the basis of calculation, timing of remittance and other key factors related to repayment if mining activities were to be undertaken again. If there is no further placer production from these claims, Goldrich does not have a liability to pay LOC1.

The Panel ruled in the Final Post Award, discussed below, that LOC1 cannot be increased for costs incurred after mining operations have ceased, including costs for reclamation. Mining operations ceased on September 21, 2018, but were ruled to have ceased on September 28, 2018 by the Panel. This deprives NyacAU of a security interest in 50% of future placer gold production at the site to repay NyacAU for expenses incurred subsequent to the cessation of mining operations.

If an agreement cannot be reached for the transfer of the mining permit and reclamation liability to Goldrich or an operating company that will harvest the placer gold in the deposit, mining will likely not continue at the mine and LOC1 likely will not be paid. Further, in order to operate the mine, Goldrich will be required to raise money to fund replacement equipment, wash plant, infrastructure and initial operating costs to restart the mine, due to the mining assets which have been removed as part of the liquidation of GNP. Although the Company announced the completion of an Initial Assessment Report on June 11, 2021, at the date of this report, there is no candidate for operating the mine without a settling concession as part of the transfer of the permit and the associated reclamation and LOC1 obligations.

Goldrich may not have a reasonable avenue to pursue in restarting the mine and may be limited to raising investment funds for the sole purpose of exploration of the hard rock deposits.

Right to Offset Damages or Distributions

The Panel granted the request that any damages awarded to one party can be an offset to distributions (or damages) due to the other party.

Judgements issued by Superior Court

On April 29, 2020, the Superior Court of the State of Alaska issued a judgement in favor of Dr. James, in the total amount of $13,713 (for the 2012 reclamation costs personally incurred, including interest) and $83,588 (for the adjustment to Dr. James’ stock purchase, including interest). The Court ordered both Goldrich and NyacAU to submit a status report to the Court in September 2020 regarding the Panel’s clarification of the amounts payable for the 2012 reclamation, including interest, and to clarify the correct party for the award, NyacAU or GNP. The status report has been filed by both parties, and these judgements remain unpaid and in force before the Superior Court. In June 2020, the Superior Court awarded additional amounts for attorney’s fees and costs. At June 30, 2021, a total of $104,211 is included in accounts payable and interest payable on the consolidated balance sheet.

Final Post Award Orders

A summary of the various matters addressed in the Final Post Award is as follows:

On September 4, 2020, the Panel issued Final Post Award Orders, wherein the Panel issued rulings on multiple material issues:

Reclamation:

a)We had previously filed a motion to compel NyacAU to correct accruals for certain expenses including reclamation, demobilization, equipment rental and utilities. Most notably, we contended that an accrual for reclamation liability of approximately $2.1 million was woefully short of an $18.4 million estimate prepared by independent professionals as engaged by Goldrich. The Panel denied our motion and ruled that Goldrich does not have the authority to compel the establishment of any reserves on the GNP financial records; NyacAU having sole authority to establish reserves as manager of the joint venture. There was no direct financial consequence to us as a result of this ruling. This had no effect on the balance of LOC1 as the Panel ruled that costs after mining ended cannot be added to the balance of LOC1.

b)We had previously filed a motion to compel NyacAU to reclaim the disturbed acres as required under the Operating Agreement and the mining permit issued to NyacAU in 2013, and to require NyacAU to fund the reclamation reserve from cash that had been distributed to NyacAU. The Panel denied our motion and ruled that while there was express provision in the Operating Agreement to establish reserves necessary for contingent or unforeseen liabilities or obligations, which could conceivably include reclamation reserves, the agreement does not impose an express obligation to reclaim the project site. The obligation to perform reclamation is imposed by the claims lease and the mining permit issued to NyacAU, which requires the permit holder to reclaim the site in accordance with government regulations. The ruling also states that the determination of the scope of potential obligations to reclaim under the permit is beyond the jurisdiction of the Panel. Further, the Panel ruled that the Operating Agreement does not impose an obligation on the Company to pay 50% of the reclamation fee, confirming again the obligation resides with the permit holder. Still further, the Panel ruled that the reclamation fees were not operating expenses to bring the mine to commercial production and therefore by definition of the Operating Agreement, precludes reclamation expenses from being added to LOC1, for which we would be obligated to remit 50% to NyacAU upon liquidation of GNP. This ruling deprives NyacAU of a security interest in 50% of future placer gold production at the site to repay reclamation expenses which it advances. There was no direct financial consequence to us as a result of this ruling; however, the effect on the future balance of LOC1and our liability for 50% of that balance would be significant now that NyacAU is not allowed to pass through reclamation costs to GNP but is required to retain responsibility for those costs as holder of the mining permit.

c)NyacAU had previously filed a motion to compel the Company to recognize and remit a reclamation liability that had been invoiced by GNP to Goldrich in 2014 for reclamation work it performed on Goldrich’s behalf for violations resulting from our 2012 mining activities. We had previously challenged the validity of the invoice, citing back charges to GNP that had not been recognized or remitted to it. The Panel denied Goldrich’s claim and ruled in favor of NyacAU. While we continue to work with the Panel to clarify the party to whom the reclamation is payable, the specific amount of the payable and the calculation of interest associated with the liability, it has recorded an accrued liability totaling $ 421,366 for the year ended December 31, 2019, related to this reclamation liability and associated interest thereon, due to the liability now being estimable and probable under ASC 450. The total consists of $329,157 for reclamation expense and $92,209 for pre- and post-judgement interest expense, calculated at 5%. Additional interest of $16,503 and $8,116 has been accrued at December 31, 2020 and June 30, 2021, respectively, and is included in interest payable at June 30, 2021.

Mining Claims

All of our mining claims remain the property of the Company.

Repayment of misappropriation of JV funds

We had previously filed a motion to compel NyacAU to repay funds it considered to be misappropriated as payments on LOC1 in contravention of the payment priority requirements as outlined in the Operating Agreement (See Note 3 Joint Venture). A successful challenge of these cash disbursements would return to GNP funds that we considered to be necessary to pay for reclamation costs, partner distributions, vendor obligations and other cash requirements that have precedence over repayment of LOC1. The ruling was deferred pending additional information to be determined in the future, such as the profitability of operations in 2018, which has not yet been determined when taking the Panel’s ruling into account. In December 2020, the Panel denied the motion, see Supplemental Orders 5-8 below.

Clarification concerning GNP’s 2018 Profitability and 2018 Interim Distributions.

We had made a challenge to the Panel’s understanding of facts related to GNP’s profitability for 2018 as presented in the arbitration proceedings, with a motion to distribute interim distribution after applying the rulings made to date. The Panel deferred ruling on the matter, retaining jurisdiction to decide the issue of interim distributions for 2018 and requested the parties to present evidence and argument (disregarding any jurisdictional issue) as to (i) whether Goldrich has a right to interim distributions for 2018, and (ii) the amount, if any, of distributions to be paid. Goldrich has submitted a claim for approximately $680,000 plus prejudgment interest thereon at 5%; NyacAU claims that Goldrich is not entitled to any distributions for 2018. In December 2020, the Panel denied the motion, see Supplemental Orders 5-8 below.

Clarification of LOC1 Interest Paid and Amounts Owed to Goldrich.

We had challenged the amount of payment of LOC1 interest by GNP to NyacAU and claimed reimbursement of 50% of the amount remitted as specified by the Operating Agreement. The Panel deferred a ruling and required more information from each party. In December 2020, the Panel ruled in our favor, see Supplemental Orders 5-8 below.

Subordination of Mr. Gallagher’s Security to NyacAU’s Security.

A challenge to the validity of priority of security interest was ruled in the Company’s favor. NyacAU’s security interest for LOC1 was reaffirmed to be placer gold production from the mining claims, while Mr. Gallagher’s security is perfected in the mining claims themselves. The Panel determined there was no conflict between the two security interests. There was no direct financial consequence to us as a result of this ruling.

Supplemental Orders 5-8

On December 4, 2020, the arbitration Panel issued Supplemental Orders 5-8, wherein the Panel issued rulings on multiple material issues:

·2018 Profitability and 2018 Interim Distributions

The Panel ruled that GNP was dissolved at the end of the 2018 mining season (September 28, 2018) by failing to meet the Minimum Production Requirement of the GNP Operating Agreement rather than May 2019, when NyacAU published a formal notice of dissolution to the State of Alaska and to creditors. Based on this and other evidence, the Panel found that GNP was dissolved by no later than October 9, 2018, which precedes the date by which any interim distribution would otherwise have been due under the GNP Operating Agreement (October 31 - December 31, 2018). Accordingly, the Panel ruled that Goldrich is precluded from receiving any interim distributions for 2018 under the GNP Operating Agreement, which provides that “[m]embers have a right to Distributions from the Company before the dissolution and winding up of the Company.”

·Goldrich’s Portion of Interest Paid on LOC1

Under the GNP Operating Agreement, Goldrich is to receive 50% of any interest on LOC1 paid by GNP to NyacAU. Goldrich made a claim to the arbitration Panel that GNP had paid interest to NyacAU and that Goldrich was entitled to 50% of the amount paid. The Panel ruled that NyacAU is obligated to pay Goldrich 50% of $241,797 in interest “received” by NyacAU up to October 2018, when GNP was dissolved and commenced liquidation, in the total principal amount of $120,883. Goldrich is also entitled to recover 5% prejudgment interest on unpaid LOC1 interest as it fell due. The Panel further ruled that LOC1 interest totaled (cumulatively) $3,394.21 as of December 2012; $22,663.46 as of December 2013; $55,632.71 as of December 2014; $101,823.60 as of December 2015; $155,337.06 as of December 2016; $205,817.76 as of December 2017; and $241,797.20 as of October 1, 2018. Goldrich is awarded 12 months of accrued prejudgment interest at 5% per annum on each of these year-end amounts. Goldrich has no entitlement to a share of LOC1 interest beyond this.

·Clarification of Award

In the Partial Final Award given in 2019, the arbitration Panel made an award to NyacAU of $377,253 in damages and pre-award interest relating to 2012 reclamation expenses incurred on Goldrich’s behalf. Goldrich made an “Application for Modification and Correction of Arbitration Award, for Vacation of Award, or for Resubmission to Arbitration Panel for Clarification”, requesting an order from the Alaska court, under the Alaska Arbitration Act, that the damages awarded for unpaid 2012 reclamation expenses were to be paid to GNP, not NyacAU, and that the Panel clarify the appropriate amount of damages and interest to be paid. The Panel ruled on this application in “Orders on Respondents’ Motion to Confirm Judgement” noted below.

Orders on Respondents’ Motion to Confirm Judgment

On April 7, 2021, the Panel issued Order on Respondents’ Motion to Preserve Confidentiality of Arbitration Proceedings, wherein the Panel ruled that the Company did not violate confidentiality when it filed the arbitration rulings as exhibits to its public reporting with the Securities and Exchange. On April 7, 2021, the Panel also issued Orders on Respondents’ Motion to Confirm Judgment to correct, clarify, or modify an award made in the Partial Final Award, wherein the Panel clarified that 2012 reclamation costs and expenses, plus interest thereon, are owed by the Company to GNP and further clarified that a claim against the Company for $50,685 for additional reclamation costs, including interest of $2,589 was awarded to GNP. This event constitutes a ‘Type 1’ event, which required adjustment and recognition to the financial statements for the year ended December 31, 2020. An additional $1,186 in interest was expensed and accrued during the six-months ended June 30, 2021.

Estimates of Arbitration

It is possible that there could be either adverse or favorable developments in the arbitration pending with the Company and its JV partner. An unfavorable outcome or settlement of pending arbitration could encourage the commencement of additional legal action by the affected party.

We record provisions in the consolidated financial statements for pending arbitration results when it determines that an outcome is probable, and the amount of the gain or loss can be reasonably estimated. At the present time, except as stated otherwise, while it is reasonably possible that a favorable or unfavorable outcome in the arbitration may occur, after assessing the information available, management is unable to estimate the possible gain or loss, or range of gains or losses, for the pending arbitration; and accordingly, no estimated gains or losses have been accrued in the consolidated financial statements for favorable or unfavorable outcomes. Legal defense costs are expensed as incurred.

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 2021 and beyond. We anticipate that we will incur approximately $650,000 for general operating expenses and property maintenance, $2,175,066 for interest, $470,388 for payment of the gold notes, $3,763,158 for payment of notes payable to related party, and $1,062,106 for the payment of senior secured loans over the next 12 months as of June 30, 2021. Additional funds will be needed for any exploration expenditures, should any be undertaken. We also anticipate additional unknown and undeterminable costs for arbitration, but a significant portion of this would be recouped if we are successful in the arbitration. 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.

We have filed an arbitration claim against our joint venture operating partner to challenge 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. For recent developments in the arbitration proceedings, see the sections titled Joint Venture Agreement and Arbitration above and Subsequent Events below. The arbitration is proceeding on the basis that GNP has been dissolved. As noted above, NyacAU has recorded a secured interest in all placer gold production from certain claims owned by Goldrich as collateral for repayment of fifty percent (50%) of LOC1. Arbitration proceedings may significantly affect the balance of LOC1, the magnitude of which cannot be estimated at the date of this report. The arbitration Panel calculated a tentative balance of LOC1 at $16,483,271 as of June 2019. This balance will be adjusted for any additional awards and/or adjustments made by the arbitration Panel.

The audit opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2020, 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 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 current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about our ability to continue as a going concern.

During the six months ended June 30, 2021, we completed financings of $286,000, compared to $348,600 net cash for note financings and placements of our securities during the six months ended June 30, 2020. This brings total notes payable – related party to $3,763,158 and notes payable to $1,062,106. Notes payable to third parties totaling $967,371 were subsequently amended to extend the due date to February 28, 2019, and then Notes payable and Notes payable related party were subsequently amended to make the Notes due on demand.

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 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 or subsequent gold production. At June 30, 2021, we had outstanding total notes payable in gold of $470,388, representing 266.789 ounces of fine gold deliverable 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 sixty (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 or delivery of gold and have indicated willingness to work with the Company to extend the due date.

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 intends to also seek a listing of its shares on a recognized stock exchange in Canada in addition to its listing on the OTCQB in the United States.

Results of Operations

On June 30, 2021, we had total liabilities of $10,327,423 and total assets of $662,032. This compares to total liabilities of $9,588,289 and total assets of $703,858 on December 31, 2020. As of June 30, 2021, our liabilities consist of $265,433 for remediation and asset retirement obligations, $470,388 of notes payable in gold, $1,062,106 of notes payable, $3,763,158 of notes payable – related party, $1,960,630 of trade payables and accrued liabilities, $560,024 of accrued interest payable, $1,238,534 of accrued interest payable – related party, $936,532 due to related parties and $30,618 for dividends payable. Of these liabilities, $10,021,990 is due within 12 months. The increase in liabilities compared to December 31, 2020 is due to an increase in trade and related party payables, an increase in interest payable and interest payable – related party and additional borrowings under notes payable - related party, largely resulting from costs associated with arbitration. Total assets and its components did not experience significant changes, with the exception of a decrease in cash and a decrease in prepaid expenses during the six-months ended June 30, 2021.

On June 30, 2021, we had negative working capital of $10,011,386 and a stockholders’ deficit of $9,665,391 compared to negative working capital of $9,256,903 and stockholders’ deficit of $8,884,431 for the year ended December 31, 2020. Working capital decreased during the six-months ended June 30, 2021 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 June 30, 2021.

During the six months ended June 30, 2021, we used cash from operating activities of $287,608 compared to $328,001 for the period ended June 30, 2020. Net losses were slightly lower year over year due to a decrease in interest expense and finance costs and a gain recognized from the CARES Act PPP loan being forgiven, partially offset by increases in professional services, professional fees and general and administration expenses as we readied the Initial Assessment Report for issuance to the public. Net operating losses were $434,584 and $915,172 for the three- and six-months ended June 30, 2021, respectively, compared with $513,436 and $943,934 for the three and six months ended June 30, 2020, respectively, including depreciation of $0 and $474 for the respective six-month periods.

During the six-month periods ended June 30, 2021 and 2020 respectively, we used no cash in investing activities.

During the six-months ended June 30, 2021, cash of $286,000 was provided by financing activities, compared to $348,600 provided during the same period of 2020.

Private Placement Offerings

No private placement offerings occurred during the six-months ended June 30, 2021 and 2020, respectively.

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

At June 30, 2021, we owed $470,388 for notes payable in Gold, $1,062,106 for notes payable and $3,763,158 for notes payable – related party. Interest payable on these borrowings totaled $1,632,771. These borrowings have matured beyond their original due dates and have been amended to be due upon demand.

During September of 2020, the holders of the notes payable and notes payable – related party, received shares in lieu of cash for interest. A total of 13,719,248 common shares with a basis of $0.015 per share, were issued to the lenders, reducing interest payable by $205,789, of which $168,976 was to a related party. During June of 2021, one holder of the notes payable received shares in lieu of cash for interest. A total of 280,752 common shares with a basis of $0.015 per share, were issued to the lenders, reducing interest payable by $4,212.

Effective November 1, 2019, we entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (the “Amended Agreement”) 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, 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 liquid 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 our claims and other assets for payment of the 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

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 2020 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 40,000 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 the type of investor who is comfortable with reinstating 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, (1) the mining permit for the Chandalar mine must be transferred to us from NyacAU, our former JV partner and the current holder of the permit, (2) financial concessions must be made relative to LOC1, which is currently to be satisfied from gold produced from the claims at the Chandalar mine, and (3) reclamation costs for the Chandalar mine that currently are the responsibility of NyacAU must be mitigated by a mining plan that accomplishes much of the reclamation costs as part of the ongoing mining activity. We do not believe an investor or group of investors will be willing to step forward to fund the placer mining activity without these three factors aligning themselves as described.

Additionally, without a profitable mining operation, the ability to pay back the Notes may not be available to us. If that is the case, the payback would require us to raise money from placements of equity instruments to raise the cash to satisfy the obligations. Such a use of funds may present a funding effort that receives tepid or little response in the equity markets.

However, we do 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 consolidated results of operations or financial condition.

Contractual Obligations

See Subsequent Events above.

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.

·Accounting for Investments in Joint Ventures. For joint ventures in which we do not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties and in which we have significant influence, the equity method is utilized whereby our share of the ventures’ earnings and losses is included in the statement of operations as earnings in joint ventures and our investments therein are adjusted by a similar amount. We have no significant influence over our joint venture described in Note 3 Joint Ventures to the financial statements, and therefore account for our investment using the cost method. For joint ventures where we hold more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of a non-controlling interest. In determining whether significant influence exists, we consider our participation in policy-making decisions and our representation on the venture’s management committee. We currently have no joint venture of this nature.

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 six-months ended June 30, 2021, 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

We are subject to legal proceedings and claims, which arise from time to time. These can include, but are not limited to, legal proceedings and/or claims pertaining to environmental or safety matters. With the exception of the arbitration actions detailed below, there are no pending material legal proceedings in which the Company is a party or any of their respective properties is subject. Also, with the exception of the arbitration actions detailed below, there are no pending legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficiary of more than 5% of the common stock of the Company, or any security holder of the Company is a party adverse to the Company or has a material interest adverse to the Company.

In 2017, the Company, its subsidiary and the joint venture, as claimants, filed an arbitration statement of claim against NyacAU, LLC (“NyacAU”), BEAR Leasing, LLC, and Dr. J. Michael James, as respondents. In 2018, the respondents filed a counter-claim against us, the claimants. The arbitration claim alleges, amongst other things, claims concerning related-party transactions, accounting issues, interpretation of the joint venture operating agreement, allocation of tax losses between the joint venture partners, and unpaid amounts due Goldrich relating to the Chandalar Mine. The arbitration occurred during July and August 2018 in Anchorage, Alaska before a three-member panel. Under the terms of the Operating Agreement, both partners are required to abide by the rulings proceeding from the Panel. We have received an Interim Award, a Partial Final Award, a Second Interim Award, and a Final Post Award and are awaiting the outcome of the arbitration that would come in the form of a Final Award from the Panel.

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, 2020.

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

There were no unregistered sales of equity securities during the six-months ended June 30, 2021.

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 six-months ended June 30, 2021, 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: August 16, 2021

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: August 16, 2021

GOLDRICH MINING COMPANY

By /s/ Ted R. Sharp

Ted R. Sharp, Chief Financial Officer

EX-31.1 2 ceocert_ex31z1.htm EXHIBIT 31.1 Exhibit 31.1

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: August 16, 2021

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.

EX-31.2 3 cfocert_ex31z2.htm EXHIBIT 31.2 Exhibit 31.2

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;

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: August 16, 2021

By: /s/ Ted R. Sharp

Ted R. Sharp, Chief Financial Officer, Principal Financial Officer

EX-32.1 4 ceocert_ex32z1.htm EXHIBIT 32.1 Exhibit 32.1

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 June 30, 2021, 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: August 16, 2021

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.

EX-32.2 5 cfocert_ex32z2.htm EXHIBIT 32.2 Exhibit 32.2

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 June 30, 2021, 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: August 16, 2021

Ted R. Sharp, Chief Financial Officer

EX-101.CAL 6 grmc-20210630_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 7 grmc-20210630_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.INS 8 grmc-20210630.xml XBRL INSTANCE DOCUMENT 0000059860 --12-31 10-Q true 2021-06-30 001-06412 GOLDRICH MINING COMPANY AK 91-0742812 2525 E. 29th Ave. Ste. 10B-160 Spokane WA 99223 509 535-7367 (Registrants Telephone Number, including Area Code) Common Stock, $0.10 par value GRMC NONE Yes Yes Non-accelerated Filer true false false 175665431 false 2021 Q2 false

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<kbd style='position:absolute;font:8pt Arial;margin-left:0pt'>1.</kbd><kbd style='margin-left:18pt'></kbd>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.  In the opinion of the Companys management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included.  Operating results for the three- and six-month periods ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.   For further information refer to the financial statements and footnotes thereto in the Companys Annual Report on Form 10-K for the year ended December 31, 2020. Going Concern The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds.  The Company currently has no historical recurring source of revenue and an accumulated deficit of $38,578,487 at June 30, 2021. These factors raise substantial doubt about the Companys ability to continue as a going concern. The Company may profitably execute a production business plan, and thereby, its ability to continue as a going concern may improve and become less dependent on the Companys ability to raise capital to fund its future exploration and working capital requirements. The Companys plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Companys future operations through sales of its common stock and/or debt.  The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

-38578487

Reclassifications Certain prior period amounts have been reclassified to conform to the 2021 financial statement presentation. Reclassifications had no effect on net loss, stockholders' equity, or cash flows as previously reported.

Accounting for Investments in Joint Ventures For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Companys share of the ventures earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations. GNP: The Company has an equity investment in Goldrich NyacAU Placer LLC, a 50%-owned joint venture in which the Company does not have joint control or significant influence. See Note 3 Joint Venture. Additionally, the ownership interests of the joint venture are not traded on any established market, and the fair value of the joint venture cannot be readily determined or estimated. Therefore, the Company measures its investment in the joint venture at cost less impairment, adjusted for any distributions received during the period. The carrying amount of this investment was $0 as of June 30, 2021 and 2020, respectively.  CGL: The Company invested $25,000 in a 49% interest in Chandalar Gold LLC (CGL) during the year ended December 31, 2020. The Company does not have control or significant influence over CGL and measures its investment in the joint venture at cost less impairment, adjusted for any distributions received during the period. During the six-months ended June 30, 2021 and 2020, CGL had no operating activities. Goldrich has accrued a distribution to CGL of $35,794 in accrued liabilities, and if and when that distribution is remitted to CGL, the Company would in turn receive a distribution of approximately 49% of that distribution back from CGL.

35794

Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Updated (ASU) No. 2019-12 Income Taxes (Topic 740):  Simplifying the Accounting for Income Taxes.  The update contains a number of provisions intended to simplify the accounting for income taxes.  The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this change effective January 1, 2021. This adoption did not have a material effect on the Companys financial statements. In August 2020, the FASB issued ASU No. 2020-06 Debt  Debt With Conversion And Other Options (Subtopic 470-20) And Derivatives and Hedging  Contracts In Entitys Own Equity (Subtopic 815-40): Accounting For Convertible Instruments And Contracts In An Entitys Own Equity. The update simplifies the accounting for and disclosures related to company debt that is convertible or can be settled in a companys own equity securities. The update is effective for fiscal years beginning after December 15, 2021. Management is evaluating the impact of this update on the Companys consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Cash and Cash Equivalents For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, joint venture distributions, accrued remediation costs, asset retirement obligations, stock-based compensation, deferred tax assets and related valuation allowances, and uncertainties regarding the outcome of arbitration proceedings. Actual results could differ from those estimates.

Property, Equipment, and Accumulated Depreciation Property and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Companys common stock issued. The Companys property and equipment are located on the Companys unpatented state mining claims located in the Chandalar mining district of Alaska. All property and equipment are fully depreciated. The Companys equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements, which significantly increase an assets value or significantly extend its useful life are capitalized and depreciated over the assets remaining useful life.  When a fixed asset is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations.

Mining Properties, Claims, and Royalty Option The Company capitalizes costs for acquiring mineral properties, claims and royalty interests and expenses, and costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

Income Taxes Income taxes are recognized in accordance with Accounting Standards Codification (ASC) 740 Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.  Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized.

Revenue Recognition The Companys revenues from its joint venture have historically been its primary revenues. The Company has determined that its revenue does not arise from contracts with customers, does not involve satisfaction of any performance obligations on the part of the Company, or require Company assets to be recognized or applied to determine costs to obtain or fulfill any contract generating revenue.

Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Companys common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight-line basis. Compensation expense for grants that vest immediately is recognized in the period of grant.

Exploration Costs and Mine Preparation Costs Exploration costs are expensed in the period in which they occur. Costs to prepare mineral properties for mining, such as economic assessments and mine plans are expensed in the period in which they occur.

Remediation and Asset Retirement Obligation The Companys operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long-lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates.  For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on managements estimate of amounts expected to be incurred when the remediation work is performed.

470388

503590

<kbd style='position:absolute;font:8pt Arial;margin-left:0pt'>3.</kbd><kbd style='margin-left:18pt'></kbd>JOINT VENTURE  On April 3, 2012, Goldrich Placer, LLC (GP), a subsidiary of Goldrich, entered into a term sheet for a joint venture with NyacAU, LLC (NyacAU), an Alaskan private company, to bring Goldrichs Chandalar placer gold properties into production as defined in the joint venture agreement (the Operating Agreement), which was subsequently signed and made effective April 2, 2012. In each case as used herein in reference to the JV, production is as defined by the Operating Agreement. As part of the Operating Agreement, GP and NyacAU (together the Members) formed a 50:50 joint venture company, Goldrich NyacAU Placer LLC (GNP), to operate the Chandalar placer mines, with NyacAU acting as managing partner.  Arbitration In December 2017, the Company filed an arbitration statement of claim against NyacAU and other parties. The claim challenged certain accounting treatment of capital leases, allocations of tax losses, charges to the JV for funding costs related to the JV managers financing, related-party transactions, and other items of dispute in a previous mediation that was unsuccessful in reaching an agreement. As a result, the Company participated in an arbitration before a panel of three independent arbitrators during 2018 to address these items. Through 2019 and the date of filing of this report in 2021, the Company has continued to respond to panel inquiries, make motions to prosecute or defend positions, answer motions made by the opposing JV partner and aggressively support the Companys efforts toward success.  The Company records amounts for loss when it is probable that a liability could be incurred and can be reasonably estimated. To date, the arbitration proceedings are still in progress, with some rulings being issued for and against the Companys positions. No assurance can be given that the arbitration will result in a successful outcome for the Company. Due to uncertainties relating to the pending outcome, the financial statements contain only adjustments for the final results of the arbitration that are estimable and probable. See Note 8 Commitments and Contingencies and Note 9 Subsequent Events for additional information and rulings subsequent to June 30, 2021. The Company incurred $31,305 and $64,733 in arbitration expenses during the three- and six-month periods ended June 30, 2021 compared to $60,161 and $65,999 for the three- and six-month periods ended June 30, 2020, respectively.

On April 3, 2012, Goldrich Placer, LLC (GP), a subsidiary of Goldrich, entered into a term sheet for a joint venture with NyacAU, LLC (NyacAU), an Alaskan private company, to bring Goldrichs Chandalar placer gold properties into production as defined in the joint venture agreement (the Operating Agreement), which was subsequently signed and made effective April 2, 2012

31305 64733 60161 65999

<kbd style='position:absolute;font:8pt Arial;margin-left:0pt'>5.</kbd><kbd style='margin-left:18pt'></kbd>NOTES PAYABLE & NOTES PAYABLE  RELATED PARTY   At June 30, 2021, the Company had outstanding notes payable of $1,062,106 and outstanding notes payable  related party of $3,763,158. At December 31, 2020, the Company had outstanding notes payable of $1,062,106 and outstanding notes payable - related party of $3,641,053. The notes payable and notes payable  related party had matured on October 31, 2018. In November 2019, the Company and the holders of the notes amended the notes, and the notes are now due within 10 days of a demand notice of the holders. There has been no notice of default or demand issued by any holder.  During the six-months ended June 30, 2021, the Company received additional tranches of the notes payable of $122,105, discounted at 5%, or $6,105, resulting in net proceeds of $116,000 from a related party, Nicholas Gallagher, a shareholder and director of the Company, who also holds the full balance of the notes payable  related party described above. During the six-months ended June 30, 2020, the Company received a tranche of notes payable for $313,684, discounted at 5%, or $15,684, resulting in net proceeds of $298,000, of which $258,000 was from a related party, Nicholas Gallagher. The notes are due upon demand; therefore, all discounts have been immediately expensed to finance costs and the note balances are classified as current.  During the three- and six-months ended June 30, 2021, the Company accrued finder fees totaling $1,290 and $3,480, respectively, to related party entities, compared to $3,990 and $8,940 for the three- and six-month periods ended June 30, 2020, which is included in accounts payable. Interest of $180,834 and $358,689 was expensed during the three- and six-month periods ended June 30, 2021 of which $141,005 and $279,031 was to related parties, respectively, which is included in interest expense and finance costs on the consolidated statements of operations. Compared to $168,066 and $329,632 for the three- and six-month periods ended June 30, 2020, respectively. Interest of $1,560,993 is accrued at June 30, 2021 and is included in interest payable and interest payable  related party. Interest due at June 30, 2021 and December 31, 2020 was not timely paid and is due within 10 days of a demand notice by the holders. There has been no notice of default or demand issued by any holder.  During 2017, 2018, and 2019, a total of 22,608,357 five-year Class T warrants were issued in connection with the note issuances, of which 20,933,664 were issued to holders and 1,674,693 were issued for finders fees. During the year ended 2020, 5,000,000 of the Class T warrants were exercised. Subsequent to the six-months ended June 30, 2021, an additional 2,824,967 class T warrants have been exercised. The warrants have an exercise price of $0.03 and expire on various dates from December 22, 2022 through October 31, 2024. During the six-months ended June 30, 2021 and 2020, the Company issued no warrants in connection with the notes payable.  Inter-Creditor Agreement Effective November 1, 2019, the Company entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (the Amended Agreement) with Mr. Gallagher, in his capacity as agent for and on behalf of the holders of the notes payable. No compensation was paid or accrued for Mr. Gallagher, either in cash or warrants, for his services as agent for other holders. Under the Amended Agreement, for each holder of the notes payable, whether or not a related party: <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>1.</kbd>Any loans arising after July 1, 2018 by Mr. Gallagher and any loans made after November 1, 2019 by any new or existing Holder other than Mr. Gallagher, after Mr. Gallagher has consented in writing to such loan or advance, were designated as Senior Notes, with loans made prior to November 1, 2019 designated as Junior Notes. Senior Notes are entitled to be repaid in full before any of the Junior Notes are repaid; and <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>2.</kbd>The Company agreed to other terms, the most significant of which are as follows: <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>a.</kbd>to pay, no later than February 28, 2021, (1) to the order of NGB Capital Limited (a company owned by Mr. Gallagher), a finders fee in the amount of $49,273, and (2) to the order of Capital Investments 4165 LLC a finders fee in the amount of $7,920. These amounts have been recognized as payables, with $11,964 and $0 remitted as of the date of this report; and  <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>b.</kbd>to reimburse Mr. Gallagher, no later than February 20, 2020, for up to $35,000 in legal fees and costs incurred by Mr. Gallagher in connection with the Amended Agreement. The Company paid the amount during the year ended December 31, 2020. <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>3.</kbd>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.   <kbd style='position:absolute;font:8pt Arial;margin-left:-18pt'>4.</kbd>The Company entered into a written Guaranty whereunder, among other conditions, the Company unconditionally guarantees and promises to pay to the order of each holder the principal sum and all interest payable on each note payable held by such holder when and as the same becomes due, whether at the stated maturity thereof, by acceleration, call for redemption, tender, or otherwise. The Company is not in default as no demand has been made for payment or delivery. The Company and Mr. Gallagher agreed in the Amended Agreement that Mr. Gallagher, at his option, has the right to convert outstanding but unpaid and future interest on his note into shares of the Companys common stock at $0.015 per share. In a separate agreement dated September 10, 2020, the Company and note holders, agreed to convert $36,813 of unpaid interest into shares of the Companys common stock at $0.015 per share. During the year ended December 31, 2020, a total of 13,719,248 common shares were issued to the holders in exchange for interest payable of $205,788, of which $168,976 was payable to Mr. Gallagher. During the six-months ended June 30, 2021, a total of 280,752 common shares were issued to one holder in exchange for interest payable of $4,212 at $0.015 per share, the conversion price in the Amended Agreement.

<kbd style='position:absolute;font:8pt Arial;margin-left:0pt'>6.</kbd><kbd style='margin-left:18pt'></kbd>NOTES PAYABLE IN GOLD  During 2013, the Company issued notes payable in gold totaling $820,000, less a discount of $205,000, for net proceeds of $615,000. Under the terms of the notes, the Company agreed to deliver gold to the holders at the lesser of $1,350 per ounce of fine gold or a 25% discount to market price as calculated on the contract date and specify delivery of gold in November 2014.  After several amendments to the terms of the note agreements, through the date of the issuance of these financial statements, the gold notes have not been paid and the note holders have not demanded payment or delivery of gold. At June 30, 2021 and 2020, 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 June 30, 2021 of approximately $1,763 per ounce as quoted on the London PM Fix market or $470,388 in total. The valuation resulted in a decrease in gold notes payable of $33,202 during the six-months ended June 30, 2021. At December 31, 2020, 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, 2020, the Company had outstanding total notes payable in gold of $503,590. Interest of $10,307 and $20,255 was expensed during the three- and six-months ended June 30, 2021, respectively, and $71,778 is accrued at June 30, 2021 and is included in interest payable. Interest of $9,337 and $18,448 was expensed during the three- and six-months ended June 30, 2020, respectively.

<kbd style='position:absolute;font:8pt Arial;margin-left:0pt'>7.</kbd><kbd style='margin-left:18pt'></kbd>CARES Act PPP Loan   On April 15, 2020, the Company was granted a loan (the Loan) from Washington Trust Bank, in the aggregate amount of $50,600, pursuant to the Paycheck Protection Program (the PPP) under Division A, Title I of the Cares Act, which was enacted March 27, 2020. During May 2021, the Company received loan forgiveness of its Cares Act PPP Loan in the amount of $51,135; which included the principal of $50,600 plus interest. The amount of the loan principal has been accounted as a gain on forgiveness of the CARES Act PPP loan. The interest that was forgiven was recorded within interest expense.

In 2017, the Company, its subsidiary and the joint venture, as claimants, filed an arbitration statement of claim before a three-member Arbitration Panel (the Panel), against our JV partner and its affiliates; NyacAU, LLC (NyacAU), BEAR Leasing, LLC, and Dr. J. Michael James, as respondents. In 2018, the respondents filed a counter-claim against the Company, its subsidiaries and certain members of the Companys current and former management, the counterclaim respondents.

<kbd style='position:absolute;font:8pt Arial;margin-left:0pt'>9.</kbd><kbd style='margin-left:18pt'></kbd>SUBSEQUENT EVENTS  During July 2021, the Company received $93,749 cash as a result of exercise of Class S and T warrants at an exercise price of $0.03 per common share. Ownership of these warrants had been in the hands of a related party and were sold by him personally to unrelated parties. The unrelated parties then exercised the warrants for cash, resulting in the issuance of 3,124,970 common shares.

During July 2021, the Company received $93,749 cash as a result of exercise of Class S and T warrants at an exercise price of $0.03 per common share

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 16, 2021
Registrant CIK	0000059860
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Entity File Number	001-06412
Entity Registrant Name	GOLDRICH MINING COMPANY
Entity Incorporation, State or Country Code	AK
Entity Tax Identification Number	91-0742812
Entity Address, Address Line One	2525 E. 29th Ave. Ste. 10B-160
Entity Address, City or Town	Spokane
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	99223
City Area Code	509
Local Phone Number	535-7367
Phone Fax Number Description	(Registrant’s Telephone Number, including Area Code)
Title of 12(g) Security	Common Stock, $0.10 par value
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		175,665,431
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Document Transition Report	false
OTCQB
Trading Symbol	GRMC
Security Exchange Name	NONE

XML 14 R2.htm IDEA: XBRL DOCUMENT

Goldrich Mining Company Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 323	$ 1,931
Prepaid expenses	10,281	50,499
Total current assets	10,604	52,430
Property, equipment, and mining claims:
Mining properties, claims, and royalty option	626,428	626,428
Total property, equipment and mining claims	626,428	626,428
Other assets:
Investment in CGL LLC	25,000	25,000
Total other assets	25,000	25,000
Total assets	662,032	703,858
Current liabilities:
Accounts payable and accrued liabilities	1,960,630	1,838,362
Interest payable	560,024	452,478
Interest payable - related party	1,238,534	959,504
Related party payable	936,532	787,789
CARES Act PPP loan	0	33,833
Notes payable	1,062,106	1,062,106
Notes payable - related party	3,763,158	3,641,053
Notes payable in gold	470,388	503,590
Dividends payable on preferred stock	30,618	30,618
Total current liabilities	10,021,990	9,309,333
Long-term liabilities:
CARES Act PPP loan	0	16,767
Stock subscription payable	40,000	0
Remediation and asset retirement obligation	265,433	262,189
Total long-term liabilities	305,433	278,956
Total liabilities	10,327,423	9,588,289
Total stockholders' deficit	(9,665,391)	(8,884,431)
Stockholders' deficit:
Preferred stock; no par value, 8,998,700 shares authorized; no shares issued or outstanding	0	0
Preferred Stock Series A Value	150,000	150,000
Preferred Stock Series B Value	57,758	57,758
Preferred Stock Series C Value	52,588	52,588
Preferred Stock Series D Value	0	0
Preferred Stock Series E Value	10,829	10,829
Preferred Stock Series F Value	0	0
Common stock; $0.10 par value, 750,000,000 shares authorized; 172,540,461 and 167,926,376 issued and outstanding, respectively	17,254,046	16,792,637
Additional paid-in capital	11,387,875	11,715,072
Accumulated deficit	(38,578,487)	(37,663,315)
Total liabilities and stockholders' deficit	$ 662,032	$ 703,858

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Goldrich Mining Company Consolidated Balance Sheets (Unaudited) - Parenthetical - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	8,998,700	8,998,700
Preferred Stock, Shares Issued	0	0
Preferred Stock, Value, Outstanding	$ 0	$ 0
Common Stock, Par or Stated Value Per Share	$ 0.10	$ 0.10
Common Stock, Shares Authorized	750,000,000	750,000,000
Common Stock, Shares, Issued	172,540,461	167,926,376
Common Stock, Shares, Outstanding	172,540,461	167,926,376
Series A
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	150,000	150,000
Preferred Stock, Shares Outstanding	150,000	150,000
Series B
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	300	300
Preferred Stock, Shares Issued	200	200
Preferred Stock, Shares Outstanding	200	200
Series C
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	250	250
Preferred Stock, Shares Issued	250	250
Preferred Stock, Shares Outstanding	250	250
Series D
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	150	150
Preferred Stock, Shares Issued	150	150
Preferred Stock, Shares Outstanding	150	150
Series E
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	300	300
Preferred Stock, Shares Issued	300	300
Preferred Stock, Shares Outstanding	300	300
Series F
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	300	300
Preferred Stock, Shares Issued	153	153
Preferred Stock, Shares Outstanding	153	153

XML 16 R4.htm IDEA: XBRL DOCUMENT

Goldrich Mining Company Consolidated Statements of Income (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Operating expenses:
Mine preparation costs	$ 12,308	$ 12,440	$ 31,697	$ 94,010
Exploration expense	3,276	0	8,012	0
Depreciation	0	237	0	474
Management fees and salaries	54,600	46,600	109,756	94,069
Professional services	32,099	858	80,497	6,995
General and administration	74,724	80,508	214,300	152,056
Office supplies and other	8,844	2,575	12,135	3,960
Directors' fees	15,100	0	16,300	3,000
Mineral property maintenance	31,487	27,402	62,973	54,805
Arbitration costs (Note 3)	31,305	60,161	64,733	65,999
Total operating expenses	263,743	230,781	600,403	475,368
Other (income) expense:
Miscellaneous income	0	(2,000)	0	(2,000)
Change in fair value of notes payable in gold	19,235	42,459	(33,202)	65,390
Interest expense and finance costs	202,741	242,196	399,106	405,176
Gain on forgiveness Cares Act loan	(51,135)	0	(51,135)	0
Total other (income) expense	170,841	282,655	314,769	468,566
Net loss	434,584	513,436	915,172	943,934
Preferred dividends	1,896	1,896	3,771	3,792
Net loss available to common stockholders	$ 436,480	$ 515,332	$ 918,943	$ 947,726
Net loss per common share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average common shares outstanding - basic and diluted	172,346,094	139,573,798	170,684,356	139,573,798

XML 17 R5.htm IDEA: XBRL DOCUMENT

Goldrich Mining Company Consolidated Statements of Stockholders' (Deficit) - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity balance at Dec. 31, 2019	$ 13,957,380	$ 271,175	$ 13,905,542	$ (35,493,775)	$ (7,359,678)
Shares outstanding at Dec. 31, 2019	139,573,798	151,053
Net loss				(430,498)	(430,498)
Shares outstanding at Mar. 31, 2020	139,573,798	151,053
Equity balance at Mar. 31, 2020	$ 13,957,380	$ 271,175	13,905,542	(35,924,273)	(7,790,176)
Net loss				(513,436)	(513,436)
Shares outstanding at Jun. 30, 2020	139,573,798	151,053
Equity balance at Jun. 30, 2020	$ 13,957,380	$ 271,175	13,905,542	(36,437,709)	(8,303,612)
Equity balance at Dec. 31, 2020	$ 16,792,637	$ 271,175	11,715,072	(37,663,315)	(8,884,431)
Shares outstanding at Dec. 31, 2020	167,926,376	151,053
Shares issued upon exercise of warrants	$ 433,333		(303,333)		130,000
Shares issued upon exercise of warrants	4,333,333
Net loss				(480,588)	(480,588)
Shares outstanding at Mar. 31, 2021	172,259,709	151,053
Equity balance at Mar. 31, 2021	$ 17,225,970	$ 271,175	11,411,739	(38,143,903)	(9,235,019)
Shares issued for accrued interest	$ 28,076		(23,864)		4,212
Shares issued for accrued interest	280,752
Net loss				(434,584)	(434,584)
Shares outstanding at Jun. 30, 2021	172,540,461	151,053
Equity balance at Jun. 30, 2021	$ 17,254,046	$ 271,175	$ 11,387,875	$ (38,578,487)	$ (9,665,391)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

XML 18 R6.htm IDEA: XBRL DOCUMENT

Goldrich Mining Company Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (915,172)	$ (943,934)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	0	474
Change in fair value of notes payable in gold	(33,202)	65,390
Accretion of asset retirement obligation	3,244	3,119
Gain on forgiveness Cares Act loan	(51,135)	0
Amortization of discount on notes payable	6,105	15,684
Common stock issued for interest payable	4,212	0
Change in:
Prepaid expenses	40,218	(44,048)
Accounts payable and accrued liabilities	122,268	124,476
Interest payable	112,292	116,186
Interest payable - related party	274,819	253,764
Related party payable	148,743	80,888
Net cash used - operating activities	(287,608)	(328,001)
Cash flows from financing activities:
Proceeds from CARES Act PPP loan	0	50,600
Warrants Exercised	130,000	0
Proceeds on subscription payable	40,000	0
Proceeds on notes payable and warrants	0	40,000
Proceeds from notes payable and warrants - related party	116,000	258,000
Net cash provided - financing activities	286,000	348,600
Net increase (decrease) in cash and cash equivalents	(1,608)	20,599
Cash and cash equivalents, beginning of period	1,931	1,274
Cash and cash equivalents, end of period	$ 323	$ 21,873

XML 19 R7.htm IDEA: XBRL DOCUMENT

1. Basis of Presentation

6 Months Ended

Jun. 30, 2021

Notes

1. Basis of Presentation

1.BASIS OF PRESENTATION

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, 2020.

Going Concern

XML 20 R8.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Notes

2. Summary of Significant Accounting Policies

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Earnings (Loss) Per Share

	June 30, 2021	June 30, 2020
Stock options	1,050,000	1,075,000
Warrants	29,575,028	51,875,024
Convertible Preferred	32,190,475	32,190,475
Total	62,815,503	85,140,499

Accounting for Investments in Joint Ventures

GNP:

CGL:

Recent Accounting Pronouncements

Cash and Cash Equivalents

For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Use of Estimates

Property, Equipment, and Accumulated Depreciation

Mining Properties, Claims, and Royalty Option

Income Taxes

Revenue Recognition

Stock-Based Compensation

Exploration Costs and Mine Preparation Costs

Remediation and Asset Retirement Obligation

Fair Value Measurements

During 2021 and 2020, the Company determined fair value on a recurring basis and non-recurring basis as follows:

Balance

June 30, 2021

Balance

December 31, 2020

Fair Value

Hierarchy level

Liabilities

Recurring: Notes payable in gold (Note 6)

$ 470,388

$ 503,590

XML 21 R9.htm IDEA: XBRL DOCUMENT

3. Joint Venture

6 Months Ended

Jun. 30, 2021

Notes

3. Joint Venture

3.JOINT VENTURE

Arbitration

XML 22 R10.htm IDEA: XBRL DOCUMENT

4. Related Party Transactions

6 Months Ended

Jun. 30, 2021

Notes

4. Related Party Transactions

4.RELATED PARTY TRANSACTIONS

CEO	Six Months ended 6/30/21	Year ended 12/31/20
Balance at beginning of period	$ 590,851	$ 426,500
Deferred salary	90,000	166,000
Deferred expenses	28,660	17,351
Payments		(19,000)
Ending Balance	$ 709,511	$ 590,851

CFO
Balance at beginning of period	$ 88,736	$ 78,644
Deferred	19,783	27,354
Payments	(6,000)	(17,262)
Ending Balance	$ 102,519	$ 88,736

Board fees payable	124,502	108,202
Total Related party payables	$ 936,532	$ 787,789

XML 23 R11.htm IDEA: XBRL DOCUMENT

5. Notes Payable & Notes Payable - Related Party

6 Months Ended

Jun. 30, 2021

Notes

5. Notes Payable & Notes Payable - Related Party

5.NOTES PAYABLE & NOTES PAYABLE – RELATED PARTY

During the three- and six-months ended June 30, 2021, the Company accrued finder fees totaling $1,290 and $3,480, respectively, to related party entities, compared to $3,990 and $8,940 for the three- and six-month periods ended June 30, 2020, which is included in accounts payable. Interest of $180,834 and $358,689 was expensed during the three- and six-month periods ended June 30, 2021 of which $141,005 and $279,031 was to related parties, respectively, which is included in interest expense and finance costs on the consolidated statements of operations. Compared to $168,066 and $329,632 for the three- and six-month periods ended June 30, 2020, respectively. Interest of $1,560,993 is accrued at June 30, 2021 and is included in interest payable and interest payable – related party. Interest due at June 30, 2021 and December 31, 2020 was not timely paid and is due within 10 days of a demand notice by the holders. There has been no notice of default or demand issued by any holder.

Inter-Creditor Agreement

2.The Company agreed to other terms, the most significant of which are as follows:

3.The borrower and holder entered into a Deed of Trust whereunder the notes are secured by a security interest in all real property, claims, contracts, agreements, leases, permits and the like.

The Company and Mr. Gallagher agreed in the Amended Agreement that Mr. Gallagher, at his option, has the right to convert outstanding but unpaid and future interest on his note into shares of the Company’s common stock at $0.015 per share. In a separate agreement dated September 10, 2020, the Company and note holders, agreed to convert $36,813 of unpaid interest into shares of the Company’s common stock at $0.015 per share. During the year ended December 31, 2020, a total of 13,719,248 common shares were issued to the holders in exchange for interest payable of $205,788, of which $168,976 was payable to Mr. Gallagher. During the six-months ended June 30, 2021, a total of 280,752 common shares were issued to one holder in exchange for interest payable of $4,212 at $0.015 per share, the conversion price in the Amended Agreement.

XML 24 R12.htm IDEA: XBRL DOCUMENT

6. Notes Payable in Gold

6 Months Ended

Jun. 30, 2021

Notes

6. Notes Payable in Gold

6.NOTES PAYABLE IN GOLD

XML 25 R13.htm IDEA: XBRL DOCUMENT

7. CARES Act PPP Loan

6 Months Ended

Jun. 30, 2021

Notes

7. CARES Act PPP Loan

7.CARES Act PPP Loan

XML 26 R14.htm IDEA: XBRL DOCUMENT

8. Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Notes

8. Commitments and Contingencies

8.COMMITMENTS AND CONTINGENCIES

The Company has two near-term commitments:

·$46,500 commitment under a consulting contract for which services have not been received.

Arbitration

On May 25, 2019, the Panel issued an Interim Award, which requested input from the parties on a small number of discrete issues, all input to be supported by references to the arbitration record.

On November 30, 2019, the Panel ordered the Partial Final Award and concurrently the Second Interim Award RE Dissolution/Liquidation of GNP and Related Issues (“the Second Interim Award”).

The Partial Final Award

The Second Interim Award

The Second Interim Award was necessitated by the fact that the dissolution/liquidation of the joint venture had not yet run its course. In the Second Interim Award the Panel ordered that:

Neither order from the Second Interim Award was successfully executed by the parties on the dates specified by the Panel. The Second Interim Award confirmed the dissolution of GNP and noted that “no provision of the Claims Lease or the Operating Agreement speaks directly to the rights or obligations of GNP to transfer its mining permit, which is held in the name of the manager, NyacAU. Although GNP no longer has the right to mine, NyacAU, as holder of the permit and as ruled by the Panel, has the liability of reclamation.

Balance and payment of LOC1

Right to Offset Damages or Distributions

The Panel granted the request that any damages awarded to one party can be an offset to distributions (or damages) due to the other party.

Judgements issued by Superior Court

Final Post Award Orders

On September 4, 2020, the arbitration panel issued Final Post Award Orders, wherein the panel issued rulings on multiple issues, including but not limited to, those discussed below:

-Reclamation

The Company had previously filed a motion to compel NyacAU to reclaim the disturbed acres as required under the Operating Agreement and the mining permit issued to NyacAU in 2013, and to require NyacAU to fund the reclamation reserve from cash that had been distributed to NyacAU. The Panel denied the Company’s motion and ruled that while there was express provision in the Operating Agreement to establish reserves necessary for contingent or unforeseen liabilities or obligations, which could conceivably include reclamation reserves, the agreement does not impose an express obligation to reclaim the project site.

-Mining Claims

Supplemental Orders 5-8

On December 4, 2020, the arbitration Panel issued Supplemental Orders 5-8, wherein the Panel issued rulings on multiple material issues:

-2018 Profitability and 2018 Interim Distributions

-Goldrich’s Portion of Interest Paid on LOC1

-Clarification of Award

On April 7, 2021, the arbitration Panel issued two orders:

XML 27 R15.htm IDEA: XBRL DOCUMENT

9. Subsequent Events

6 Months Ended

Jun. 30, 2021

Notes

9. Subsequent Events

9.SUBSEQUENT EVENTS

XML 28 R16.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Reclassifications (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Reclassifications

XML 29 R17.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Earnings (loss) Per Common Share

Earnings (Loss) Per Share

	June 30, 2021	June 30, 2020
Stock options	1,050,000	1,075,000
Warrants	29,575,028	51,875,024
Convertible Preferred	32,190,475	32,190,475
Total	62,815,503	85,140,499

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2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Accounting For Investments in Joint Ventures

Accounting for Investments in Joint Ventures

GNP:

CGL:

XML 31 R19.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Recent Accounting Pronouncements

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2. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Cash and Cash Equivalents

For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

XML 33 R21.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Use of Estimates (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Use of Estimates

XML 34 R22.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Property, equipment and accumulated depreciation (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Property, equipment and accumulated depreciation

Property, Equipment, and Accumulated Depreciation

XML 35 R23.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Mining Properties, Claims and Royalty Option (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Mining Properties, Claims and Royalty Option

Mining Properties, Claims, and Royalty Option

XML 36 R24.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Income Taxes (Policies)

Policies

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

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XML 37 R25.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Revenue Recognition (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Revenue Recognition

XML 38 R26.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Stock-based Compensation (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Stock-based Compensation

Stock-Based Compensation

XML 39 R27.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Exploration Costs and Mine Preparation Costs (Policies)	6 Months Ended
	Jun. 30, 2021
Policies
Exploration Costs and Mine Preparation Costs	Exploration Costs and Mine Preparation Costs Exploration costs are expensed in the period in which they occur. Costs to prepare mineral properties for mining, such as economic assessments and mine plans are expensed in the period in which they occur.

XML 40 R28.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Remediation and Asset Retirement Obligation (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Remediation and Asset Retirement Obligation

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2. Summary of Significant Accounting Policies: Fair Value Measurement, Policy (Policies)

6 Months Ended

Jun. 30, 2021

Policies

Fair Value Measurement, Policy

Fair Value Measurements

During 2021 and 2020, the Company determined fair value on a recurring basis and non-recurring basis as follows:

Balance

June 30, 2021

Balance

December 31, 2020

Fair Value

Hierarchy level

Liabilities

Recurring: Notes payable in gold (Note 6)

$ 470,388

$ 503,590

XML 42 R30.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Tables/Schedules

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

	June 30, 2021	June 30, 2020
Stock options	1,050,000	1,075,000
Warrants	29,575,028	51,875,024
Convertible Preferred	32,190,475	32,190,475
Total	62,815,503	85,140,499

XML 43 R31.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Fair Value Measurement, Policy: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)

6 Months Ended

Jun. 30, 2021

Tables/Schedules

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

Balance

June 30, 2021

Balance

December 31, 2020

Fair Value

Hierarchy level

Liabilities

Recurring: Notes payable in gold (Note 6)

$ 470,388

$ 503,590

XML 44 R32.htm IDEA: XBRL DOCUMENT

6 Months Ended

Jun. 30, 2021

Tables/Schedules

Schedule of Related Party Transactions

CEO	Six Months ended 6/30/21	Year ended 12/31/20
Balance at beginning of period	$ 590,851	$ 426,500
Deferred salary	90,000	166,000
Deferred expenses	28,660	17,351
Payments		(19,000)
Ending Balance	$ 709,511	$ 590,851

CFO
Balance at beginning of period	$ 88,736	$ 78,644
Deferred	19,783	27,354
Payments	(6,000)	(17,262)
Ending Balance	$ 102,519	$ 88,736

Board fees payable	124,502	108,202
Total Related party payables	$ 936,532	$ 787,789

XML 45 R33.htm IDEA: XBRL DOCUMENT

1. Basis of Presentation (Details) - USD ($)	6 Months Ended
1. Basis of Presentation (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Details
Going Concern	The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds
Accumulated deficit	$ 38,578,487	$ 37,663,315

XML 46 R34.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Details
Stock options	1,050,000	1,075,000
Warrants	29,575,028	51,875,024
Warrants	32,190,475	32,190,475
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	62,815,503	85,140,499

XML 47 R35.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Details)	Jun. 30, 2021 USD ($)
GNP
Redeemable Noncontrolling Interest, Equity, Common, Carrying Amount	$ 0
CGL
Accrued Liabilities	$ 35,794

XML 48 R36.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies: Fair Value Measurement, Policy: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Details
Notes payable in gold	$ 470,388	$ 503,590

XML 49 R37.htm IDEA: XBRL DOCUMENT

3. Joint Venture (Details) - USD ($)	3 Months Ended		6 Months Ended
3. Joint Venture (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Details
Equity Method Investment, Additional Information			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
Arbitration costs	$ 31,305	$ 60,161	$ 64,733	$ 65,999

XML 50 R38.htm IDEA: XBRL DOCUMENT

4. Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Total Related party payables	$ 936,532	$ 787,789	$ 787,789
Chief Executive Officer
Officers Compensation beginning balance	590,851	426,500
Officer compensation, deferred during period	90,000	166,000
Officer expenses, deferred during period	28,660	17,351
Officers Compensation, cash paid during period		(19,000)
Officers compensation, ending balance	709,511	590,851
Chief Financial Officer
Officers Compensation beginning balance	88,736	78,644
Officer compensation, deferred during period	19,783	27,354
Officers Compensation, cash paid during period	(6,000)	(17,262)
Officers compensation, ending balance	102,519	88,736
Board Fees
Officer compensation, deferred during period	$ 124,502	$ 108,202

XML 51 R39.htm IDEA: XBRL DOCUMENT

6. Notes Payable in Gold (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
6. Notes Payable in Gold (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2013
Principal amount of notes payable in gold					$ 820,000
Discount on notes payable					205,000
Proceeds from notes payable in gold and warrants, net					$ 615,000
Interest expense and finance costs	$ 202,741	$ 242,196	$ 399,106	$ 405,176
Interest expense - notes payable in gold
Interest expense and finance costs	$ 10,307	$ 9,337	20,255	$ 18,448
Interest accrued - notes payable in gold
Interest expense and finance costs			$ 71,778

XML 52 R40.htm IDEA: XBRL DOCUMENT

7. CARES Act PPP Loan (Details) - USD ($)	3 Months Ended		6 Months Ended
7. CARES Act PPP Loan (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Details
Proceeds from CARES Act PPP loan			$ 0	$ 50,600
Gain on forgiveness Cares Act loan	$ 51,135	$ 0	$ 51,135	$ 0

XML 53 R41.htm IDEA: XBRL DOCUMENT

8. Commitments and Contingencies (Details)	6 Months Ended
8. Commitments and Contingencies (Details)	Jun. 30, 2021 USD ($)
Legal Matters and Contingencies	In 2017, the Company, its subsidiary and the joint venture, as claimants, filed an arbitration statement of claim before a three-member Arbitration Panel (“the Panel”), against our JV partner and its affiliates; NyacAU, LLC (“NyacAU”), BEAR Leasing, LLC, and Dr. J. Michael James, as respondents. In 2018, the respondents filed a counter-claim against the Company, its subsidiaries and certain members of the Company’s current and former management, the counterclaim respondents.
Fees for claims
Accounts Payable	$ 20,991
Contract fee
Accounts Payable	$ 46,500

XML 54 R42.htm IDEA: XBRL DOCUMENT

9. Subsequent Events (Details)	6 Months Ended
9. Subsequent Events (Details)	Jun. 30, 2021
Warrant Exercises
Subsequent Event, Description	During July 2021, the Company received $93,749 cash as a result of exercise of Class S and T warrants at an exercise price of $0.03 per common share

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