Each one in plain English, with the numbers worked through for a shareholder.
26 Dec 2023capital raising announcement▼ Bad
On December 20, 2023 Goldrich closed a $220,000 private placement of 14,666,666 common shares to two investors at $0.015 per share. This is new dilution at a price below the earlier $0.03 levels, continuing the pattern of small equity raises; the filing does not say how the money will be used.
What it means for a shareholder
14.7m new shares at US$0.015 to raise about US$220,000. That's 6.9% dilution: every existing holder's slice gets 6.9% smaller. If you held US$1,000 of shares (66,667 at the issue price), your slice goes from 0.0339% to 0.0316% of the company. To keep it you'd need 4,974 more shares - about US$75 at the issue price.
On March 31, 2023 Goldrich signed a settlement with NyacAU, Dr. James and related entities that ends the arbitration and court disputes begun in 2017, conditional on Goldrich paying NyacAU $105,000 by April 30, 2023. It supersedes prior agreements except NyacAU's security for repaying 50% of LOC1, and the filing says GNP was formally dissolved in 2019 and is still winding up. A separate option lets Goldrich or a designee take over the placer mining permits, camp and equipment by giving notice by April 30, 2024 and paying $1,000,000 into escrow, assuming reclamation liability; NyacAU would then get production payments of at least 5% after the first 5,000 oz, up to the greater of $8.5M or 4,860 oz, with a minimum annual payment of $120,000 or 68 oz. This resolves the long-running JV dispute thread; whether the option is exercised is open.
On December 20, 2022 the board extended the expiry of all Class R and Class T warrants by one year; they had been due to expire between December 22, 2022 and October 31, 2024. All other terms are unchanged. This keeps the warrants alive longer, so any future exercise would still add shares.
On April 13, 2022 Goldrich cut the exercise price of 7,777,778 Class R warrants from $0.045 to $0.03 per share. They are held by director Nicholas Gallagher, a related party, and expire in September to December 2023. The agreement says the purpose is to induce him to exercise them, which would bring in cash and add shares; no exercise is reported here.
The Initial Assessment ordered in July 2020 was released: at a $1,650 gold price it shows an after-tax value (5% discount) of $64 million, a 139% internal rate of return, $72 million total after-tax cash flow, all-in sustaining costs of $799/oz, a 1.3-year payback and a 7-year initial mine life. It gives the first Measured and Indicated placer resource of 138,000 raw oz (120,000 fine) plus 19,000 raw oz Inferred, at Little Squaw Creek; capital cost is estimated at $25.6 million. These are preliminary study figures, not reserves, and the filing does not say how the capital would be funded.
Goldrich said it hired Global Resources Engineering of Denver to prepare a mining plan and Initial Assessment for the Chandalar Mine. Under the SEC's new mining disclosure rules, this would let the company report inferred, indicated and measured resources for the first time; whether to also commission a Preliminary Feasibility Study (needed to disclose reserves) will depend on the Initial Assessment's findings. Chandalar has no reserves today, so this is a first step toward a formal resource figure, not a result.
28 Aug 2018capital raising announcement● NeutralMajor
On August 20, 2018 the company closed another $980,000 of borrowing under the Senior Secured Notes first announced February 13, 2018, bringing net proceeds to $2,685,000 (the note can go up to $2,750,000), with $1,780,000 of the additional funds received from a director. It also reported Chandalar placer production began May 31, 2018, reaching 10,557 raw ounces (about 8,657 fine) through July, versus 7,262 raw ounces through July 2017. Separately it said the GNP joint venture is intended to be dissolved: NyacAU expects GNP to miss the minimum production requirement (1,100, 1,200 and 1,300 oz for 2016 to 2018, due by October 31, 2018), and the two are in arbitration with a final ruling and outcome not yet determined. If GNP is dissolved, its lease on the placer ground ends, which would resolve the long-running JV thread and change who holds the placer rights.
On June 25, 2018 the company issued 1,850,000 shares to the CEO, CFO and a manager for deferred pay, and 3,292,292 shares (valued at $0.028) to six of seven independent directors who chose shares over cash fees. No cash was raised, but the company was relieved of $91,298 of director-fee liabilities. The filing says cash pay has been restricted by financial hardship, and the new shares add to the share count.
What it means for a shareholder
3.3m new shares at US$0.028 to raise about US$91,298. That's 2.4% dilution: every existing holder's slice gets 2.4% smaller. If you held US$1,000 of shares (35,714 at the issue price), your slice goes from 0.0266% to 0.026% of the company. To keep it you'd need 877 more shares - about US$25 at the issue price.
The company reported further Series F sales of $20,000 (February 7) and $25,000 (March 1), 45 shares in total on the same terms ($1,000 each, $0.03 conversion, $0.03 Series S warrants), and raised the authorized Series F shares by 100 under an amended designation, with no change to the other rights. The filing says 2016 for the sale dates, which looks like a typo given the 2017 report date (inference). The $20,000 plus $25,000 amounts do not obviously match 45 shares at $1,000 ($45,000 would), so that matches; it continues the small dilutive raises.
On December 30, 2016 the company sold 50 new Series F preferred shares at $1,000 each ($50,000), convertible at $0.03, with Series S warrants at $0.03 usable from one year after closing for five years. Series F ranks behind Series A to E in a liquidation, and carries the same 15% redemption right if assets are sold for over $3,000,000 within a year. This is a new class of preferred stock but the same pattern of small raises at $0.03, adding to dilution.
On December 9, 2016 the company closed the third and final Series E tranche for $100,000, completing the $300,000 raise on the same terms ($0.03 conversion, $0.045 warrants, 15% redemption right on asset sales above $3,000,000 within a year). It also amended the gold notes again: only 10% (52 oz) is paid in 2016, and the remaining roughly 343 oz is pushed from November 30, 2016 to November 30, 2017, with 9% interest (up from 8%) and a gold-price top-up. This continues the earlier deferral, so the gold-note obligation was not delivered by the November 2016 date set in the December 2015 amendment.
On November 2, 2016 the company closed the second tranche of its Series E preferred placement for $100,000, bringing the total to $200,000 of the up to $300,000 approved in October. Terms are unchanged: conversion at $0.03, warrants at $0.045 from one year after closing for five years, and the 15% redemption right if assets are sold for more than $3,000,000 within a year. This continues the small, dilutive raises at the $0.03 price; up to $100,000 of the approved amount was still unissued per these figures.
On October 5, 2016 the board approved up to 300 Series E preferred shares to raise up to $300,000, and the first tranche was issued for $100,000. Terms mirror Series D: conversion at $0.03 per common share, warrants at $0.045 from one year after closing for five years, and the 15% redemption right on asset sales over $3,000,000 within a year. This is another small, dilutive raise at the same $0.03 price; up to $200,000 more remains to be raised if later tranches close. The filing does not say what the money will be used for.
On August 1, 2016 the company closed the third and final tranche of the Series D placement for $50,000, bringing the total to 150 Series D preferred shares and $150,000 gross. Terms are unchanged: conversion at $0.03, warrants at $0.045 for five years from one year after closing, and the 15% redemption right on asset sales over $3,000,000 within a year. This completes the Series D raise and adds further dilution.
On June 13, 2016 the company closed a second tranche of a private placement, selling 50 Series D preferred shares at $1,000 each for $50,000. Each converts at $0.03 per common share and carries warrants at $0.045 usable from one year after closing for five years. The same 15% redemption right applies if assets are sold for over $3,000,000 within a year. It continues the pattern of small raises at $0.03 conversion, and the warrant price is higher than the $0.03 on the Series C warrants. The first tranche is not described in this filing.
Filed in April 2016, this 8-K reports the December 8, 2015 events already covered in the 2015-12-11 filing: the $250,000 Series C preferred placement (250 shares at $1,000, convertible at $0.03, with $0.03 warrants, NGB Capital as placement agent at 10% commission) and the amendment of the gold notes (52 oz paid in 2015, about 395 oz due by November 30, 2016 with 8% interest and a gold-price top-up). It adds no new terms; the filing text itself gives no reason for the later filing date. The 15% redemption right on asset sales above $3,000,000 within a year still applies.
On December 8, 2015 the company sold 250 Series C preferred shares at $1,000 ($250,000), each convertible at $0.03 per common share, with matching warrants at $0.03 usable from one year after closing for a five-year term. The $0.03 price is well below the earlier $0.05-$0.055 raises, so dilution deepens. If the company sells assets for more than $3,000,000 within a year, the buyer can demand redemption at the purchase price plus 15% interest. Separately, the company changed its gold notes: only 10% (52 ounces) is paid in 2015, and about 395 ounces is due by November 30, 2016 with 8% interest and a gold-price top-up. This pushes back the ~500 oz due in November 2014 under the April 2013 notes, of which 10% was paid in 2014.
2 July 2015capital raising announcement● NeutralMajor
On June 23, 2015 the company raised $1.2 million by selling Chandalar Gold, LLC 12% of the future cash flows it receives from its 50% stake in the GNP joint venture, so its effective share falls to about 44% from 50% (CGL gets 6%). This is a new kind of funding that is not share issuance, though CGL also got 2,250,000 warrants at $0.07 for five years. CGL has an option to buy another 10% for $1.3 million before July 1, 2016. The placement agent GVC gets a 5% commission, a perpetual 0.5% interest in GNP distributions to Goldrich, and 1.2 million warrants at $0.05. Under the JV agreement, Goldrich's distributions are held back to repay the Nyac royalty loan (LOC2) until it is paid in full. The filing says commercial production of the Little Squaw placer is on track to start this year, but the release's boilerplate still says summer 2014. Proceeds are for working capital and reclamation at Chandalar.
On March 31, 2015 the company closed a $250,000 private placement of 5,000,000 units at $0.05 to one accredited investor, each unit being one share plus one warrant at $0.06 for 60 months. The price is below the $0.055 of the 2014 placement, so it dilutes holders again. Proceeds are for general working capital.
What it means for a shareholder
5.0m new shares at US$0.050 to raise about US$250,000. That's 3.7% dilution: every existing holder's slice gets 3.7% smaller. If you held US$1,000 of shares (20,000 at the issue price), your slice goes from 0.0153% to 0.0147% of the company. To keep it you'd need 764 more shares - about US$38 at the issue price.
On July 18, 2014 the company closed the third and final part of its $0.055-per-unit private placement, bringing the total to 27,726,090 units and $1,524,000 gross (the release rounds to $1.54 million). This is more than the 22,909,001 units and about $1,260,000 reported after the June 30 close, so it adds further dilution. Officers and directors bought 1,424,454 units in total. Each unit is one share plus half a Series N warrant at $0.11 for five years. The placement agent GVC Capital LLC gets an 8% commission, 2% expenses and warrants on 10% of units sold at $0.055. Proceeds are for Chandalar development and working capital, and a hard-rock exploration program (airborne surveys, mapping, sampling) is planned to start in August. The boilerplate in the release still says placer production is anticipated in summer 2014, which differs from the summer 2015 commercial production stated in the June releases.
On June 30, 2014 the company closed a second part of the same $0.055-per-unit placement, selling 8,700,364 more units for about $479,000. Totals are 22,909,001 units and about $1,260,000, with officers and directors buying 1,314,727 units ($72,310) overall. This completes the raise begun on June 9 and adds further dilution; the press release again points to commercial production in summer 2015.
11 June 2014capital raising announcement▼ BadMajor
On June 9, 2014 the company closed the first part of a private placement of 14,208,637 units at $0.055, raising about $781,000 for Chandalar development and general costs. Each unit is one share plus half a $0.11 five-year warrant, and officers and directors bought 487,272 units ($26,800). The price is far below the $0.15 to $0.21 levels of earlier raises, so the new shares dilute existing holders heavily. The press release now says commercial production is expected in summer 2015, a further delay from the summer 2014 expectation in January.
What it means for a shareholder
14.2m new shares at US$0.055 to raise about US$781,000. That's 13% dilution: every existing holder's slice gets 13% smaller. If you held US$1,000 of shares (18,182 at the issue price), your slice goes from 0.019% to 0.0166% of the company. To keep it you'd need 2,704 more shares - about US$149 at the issue price.
4 Feb 2014capital raising announcement● NeutralMajor
On January 29, 2014 the company agreed a senior unsecured note of up to $2,000,000 with Gold Rich Asia Investment Limited (Hong Kong), payable in six tranches through September 2014, with the lender free to decide whether to fund tranches 2 to 6. Only the first $300,000 was funded, each loan is due three years after it is made, and the lender receives five-year warrants (1,575,000 for the first loan; 10,500,000 if all are funded) at the greater of $0.15 or market. The note is guaranteed by Goldrich Placer LLC, and finders including a company controlled by board member Steve Vincent get a 3% cash fee and warrants (160,000 issued so far).
On January 23, 2014 the company sold 200 shares of a new Series B preferred stock at $1,000 each ($200,000) to one investor, with 2,857,142 five-year warrants at $0.10. The preferred converts to common at $0.07 per share, well below the $0.40 warrant prices of the 2013 gold notes, so it means more shares for existing holders to be diluted by. It ranks behind the Series A preferred in a liquidation, and the press release says the buyer can swap into any new offering priced below $0.07 for three years. The press release now says placer production is expected in summer 2014, later than the mid-June 2013 start expected earlier.
This is a second copy of the April 22, 2013 amendment, with the same text on the April 3, 2013 gold notes but without the Item 2.03 section. It adds no new figures: about $615,000 of notes, about 500 ounces due in November 2014, and $0.40 two-year warrants.
This is an amended version of the April 3, 2013 gold-note filing, adding an Item 2.03 section that records the notes as a direct financial obligation. The terms are unchanged: about $615,000 of notes, about $572,000 net, repayable with about 500 ounces of gold in November 2014, plus $0.40 two-year warrants.
On April 3, 2013 the company took on new notes payable in gold of about $615,000 (about $572,000 net cash after a 7% finder's fee), to be repaid by delivering about 500 ounces of gold in November 2014, priced at a 25% discount to market. Noteholders also get half a warrant per dollar, exercisable at $0.40 for two years. This brings back the gold-note financing that was fully settled in 2011. The press release says Chandalar gold production is expected to begin by mid-June, with a 2013 goal of 8,500 ounces.
10 May 2012capital raising announcement▲ GoodMajor
On May 2, 2012 the company signed the definitive operating agreement, completing the April letter of intent: the 50:50 joint venture Goldrich NyacAU Placer, LLC now exists, managed by Nyac, on the terms of about $8.5 million funding. Goldrich issued 2,364,865 shares at $0.148 ($0.35 million) and 300,000 options at $0.20 to Dr. J. Michael James of Nyac. The company also reports mining equipment has been mobilized to Chandalar (over $5 million invested including equipment Goldrich already bought), with production expected by June 2013 though possibly as early as summer 2012, and no SEC Guide 7 reserve defined. No loan advances occurred at closing.
On April 3, 2012 the company signed a binding letter of intent with NyacAU, LLC for a 50:50 joint venture to operate the Chandalar placer mines, with Nyac as managing partner. Nyac would provide a funding package of about $8.5 million (a roughly $7.2 million near-interest-free loan to the JV, a $0.95 million loan to Goldrich at the greater of prime plus 2% or 10% for drilling, and $0.35 million of equity), repaid from future production. Goldrich contributes a lease of its Chandalar placer rights. A formal operating agreement is due within 60 days or the JV is dissolved and the claims revert to Goldrich. Minimum production targets start in 2015. This moves the alluvial production work begun in 2010 toward a funded partnership, but gives up half of placer profits after loans are repaid.
The company closed a small private placement on November 21, 2011: 2.5 million units at $0.20 for about $500,000 net, plus 175,000 units and 125,000 each of Series I and Series J warrants paid as commissions. Each unit has one share plus half a Series J and half a Series I warrant (five years). Proceeds are meant for exploration and general operating costs. The press release says Regent Pacific Group financed it, raising its stake from 13.9% to 16.4% of shares outstanding. More dilution; the press release counts 2.675 million units, matching the 2.5 million plus 175,000 commission units.
What it means for a shareholder
2.5m new shares at US$0.200 to raise about US$500,000. That's 2.7% dilution: every existing holder's slice gets 2.7% smaller. If you held US$1,000 of shares (5,000 at the issue price), your slice goes from 0.00553% to 0.00538% of the company. To keep it you'd need 138 more shares - about US$28 at the issue price.
